PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES. VALID TENDER OF SHARES. Except as set forth below, in order for Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees or an Agent's Message in connection with a book-entry delivery of Shares and any other documents required by the Letter of Transmittal must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date and either (i) Share Certificates representing tendered Shares must be received by the Depositary or tendered pursuant to the procedure for book-entry transfer set forth below and Book-Entry Confirmation must be received by the Depositary, in each case on or prior to the Expiration Date, or (ii) the guaranteed delivery procedures set forth below must be complied with. 5 THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. BOOK-ENTRY TRANSFER. The Depositary will make a request to establish accounts with respect to the Shares at each of the Book-Entry Transfer Facilities for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of any Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book-Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the g...
PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES. In order for a holder of Shares to validly tender Shares pursuant to the Offer, the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and either (i) the Share Certificates evidencing tendered Shares must be received by the Depositary at such address or such Shares must be tendered pursuant to the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary (including an Agent's Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case prior to the Expiration Date, or (ii) the tendering stockholder must comply with the guaranteed delivery procedures described below. The term "
PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES. If I accept the Offer, how will I get paid?
PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES. Valid Tender of Shares. Except as set forth below, in order for a Datascope stockholder to tender Shares in the Offer, the Depositary must receive, on or prior to the Expiration Date, the Letter of Transmittal (or a facsimile), properly completed and signed, together with any required signature guarantees (or an Agent’s Message in connection with a book-entry delivery of Shares), and any other documents that the Letter of Transmittal requires, at one of the Depositary’s addresses set forth on the back cover of this Offer to Purchase. In addition, the tendering stockholder must, on or prior to the Expiration Date, either (a) deliver Share Certificates to the Depositary or cause his or her Shares to be tendered pursuant to the procedure for book-entry transfer set forth below and the Depositary must receive Book-Entry Confirmation, or (b) the tendering stockholder must comply with the guaranteed delivery procedures set forth below. If Share Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal (or a facsimile) must accompany each delivery of Share Certificates. The method of delivery of Share Certificates, the Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the tendering stockholder’s option and sole risk, and delivery will be considered made only when actually received by the Depositary (including, in the case of a book-entry transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is encouraged and strongly recommended. In all cases, a tendering stockholder should allow sufficient time to ensure timely delivery on or prior to the Expiration Date. 5
PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES. In order for a holder of Shares to validly tender Shares pursuant to the Offer, (i) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and either the Share Certificates evidencing tendered Shares must be received by the Depositary at such address or such Shares must be tendered pursuant to the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary, in each case prior to the Expiration Date, or (ii) the tendering stockholder must comply with the guaranteed delivery procedures described below. The term "
PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES. If backup withholding applies to a stockholder, the Depositary is required to withhold 31% from payments to such stockholder. Backup withholding is not an additional tax. Rather, the amount of the backup withholding can be credited against the federal income tax liability of the person subject to the backup withholding, provided that the required information is given to the Internal Revenue Service. If backup withholding results in an overpayment of tax, a refund can be obtained by the stockholder upon filing an appropriate income tax return. The receipt of cash by stockholders pursuant to the Merger should result in federal income tax consequences to such stockholders similar to those described above. PRICE RANGE OF SHARES The Shares are listed on the New York Stock Exchange under the symbol BH and began trading on July 28, 1998. The following table sets forth for the periods indicated the high and low sale prices per Share as reported on the New York Stock Exchange for the period since trading commenced, as reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, and thereafter as reported in published financial sources. MARKET PRICE ------------------- HIGH LOW -------- -------- July 28, 1998--September 30, 1998........................... $ 7.75 $4.38 Fourth Quarter--1998........................................ $ 6.13 $3.25 First Quarter--1999......................................... 10.00 6.00 Second Quarter--1999........................................ 8.50 7.44 Third Quarter--1999......................................... 8.13 6.88 Fourth Quarter--1999........................................ 7.44 3.88 January 1, 2000--March 3, 2000.............................. $ 9.38 $4.25 As of March 2, 2000 there were approximately 94 holders of record of Shares and 17,708,686 outstanding Shares. The Merger Agreement prohibits the Company from paying or declaring any dividends on the Shares during the period between the date of the Merger Agreement and the consummation of the merger. The Company has not declared or paid any dividend since the initial public offering of BHC in 1995 and does not anticipate that it will pay any dividends in the foreseeable future.
PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares.
PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES. If you hold your Shares in street name through a broker, dealer, commercial bank, trust company or other nominee, you must contact the institution that holds your Shares and give instructions that your Shares be tendered. You should contact the institution that holds your Shares for more details.
PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES. If I accept the Offer, how will I get paid? Until what time may I withdraw previously tendered Shares? How do I withdraw previously tendered Shares? Has the Offer been approved by the board of directors of the Company? If Shares tendered pursuant to the Offer are purchased by Merger Sub, upon consummation of the Offer will the Company continue as a public company? Will a meeting of Company stockholders be required to approve the Merger?
PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES
