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Title: |
Letter of Transmittal |
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Entities: |
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Date: |
2002 |
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Preview shows 10KB of 40KB total |
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Price: |
$41 |
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ID: |
#1377065 |
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Letter of Transmittal
To Tender Shares
of
Common Stock
(Including the Associated Preferred Stock Purchase Rights)
of
ORATEC Interventions, Inc.
Pursuant to the Offer to Purchase
Dated February 22, 2002
by
Orchid Merger Corp.
a wholly owned subsidiary of
Smith & Nephew, Inc.
and
an indirect wholly owned subsidiary of
Smith & Nephew plc
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, MARCH 21, 2002,
UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
American Stock Transfer & Trust Company
<TABLE>
<S> <C>
By Registered or Certified Mail,
Hand or Overnight Courier: By Facsimile Transmission:
American Stock Transfer (For Eligible Institutions Only)
& Trust Company (718) 234-5001
59 Maiden Lane
New York, New York 10038
</TABLE>
For Confirmation Telephone:
(718) 921-8200
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE
A VALID DELIVERY TO THE DEPOSITARY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN
THE APPROPRIATE SPACE THEREFOR PROVIDED BELOW AND COMPLETE THE SUBSTITUTE FORM
W-9 SET FORTH BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
---------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Shares Tendered
Holder(s)(Please fill in, if blank) (Attach additional list if necessary)
---------------------------------------------------------------------------------------------------
Number of
Shares
Share Represented Number of
Certificate by Shares
Number(s)* Certificate(s)* Tendered**
------------------------------------------------
<S> <C> <C> <C>
------------------------------------------------
------------------------------------------------
------------------------------------------------
------------------------------------------------
------------------------------------------------
------------------------------------------------
Total Shares
--------------------------------------------------------------------------------------------------
* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented by any
certificates delivered to the Depositary are being tendered. See Instruction 4.
-------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
This Letter of Transmittal is to be completed by stockholders of ORATEC
Interventions, Inc., a Delaware corporation, if certificates are to be
forwarded herewith or, unless an Agent's Message (as defined in the Offer to
Purchase) is utilized, if delivery of Shares (as defined below) is to be made
by book-entry transfer to the Depositary's account at The Depository Trust
Company (hereinafter referred to as the "Book-Entry Transfer Facility")
pursuant to the procedures set forth in Section 3 of the Offer to Purchase (as
defined below). Delivery of documents to the Book-Entry Transfer Facility does
not constitute delivery to the Depositary.
Stockholders whose certificates for Shares are not immediately available or
who cannot deliver their Shares and all other documents required hereby to the
Depositary by the Expiration Date (as defined in the Offer to Purchase), or who
cannot comply with the book-entry transfer procedures on a timely basis, may
nevertheless tender their Shares pursuant to the guaranteed delivery procedures
set forth in Section 3 of the Offer to Purchase. See Instruction 2.
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution: ___________________________________________
Account No. at The Depository Trust Company: _____________________________
Transaction Code No.: ____________________________________________________
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Tendering Stockholder(s): _____________________________________
Date of Execution of Notice of Guaranteed Delivery: ______________________
Name of Institution which Guaranteed Delivery: ___________________________
If delivery is by book-entry transfer please check this box: [_]
Name of Tendering Institution: _______________________________________
Account No. at The Depository Trust Company: _________________________
Transaction Code No.: ____________________________________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
2
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Orchid Merger Corp. ("Purchaser"), a
Delaware corporation and a wholly owned subsidiary of Smith & Nephew, Inc., a
Delaware corporation ("Smith & Nephew"), and an indirect wholly owned
subsidiary of Smith & Nephew plc, a corporation organized under the laws of
England and Wales, the above-described shares of common stock, $.001 par value
per share, of ORATEC Interventions, Inc., a Delaware corporation ("ORATEC"),
including the associated preferred stock purchase rights issued pursuant to the
Preferred Shares Rights Agreement dated as of November 28, 2000, as amended,
between ORATEC and American Stock Transfer & Trust Company, as rights agent
(collectively, the "Shares"), pursuant to Purchaser's offer to purchase all of
the outstanding Shares at a purchase price of $12.50 per Share, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated February 22, 2002 (the "Offer to
Purchase"), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which, together with the Offer to Purchase, and any amendments or
supplements hereto or thereto, collectively constitute the "Offer"). The Offer
is being made in connection with the Agreement and Plan of Merger, dated as of
February 13, 2002 (the "Merger Agreement"), among Smith & Nephew, Purchaser and
ORATEC.
Subject to and effective upon acceptance for payment of and payment for the
Shares tendered herewith, the undersigned hereby sells, assigns and transfers
to or upon the order of Purchaser all right, title and interest in and to all
the Shares that are being tendered hereby (and any and all other Shares or
other securities issued or issuable in respect thereof) and appoints the
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