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LETTER OF ELECTION AND TRANSMITTAL
Offer by
OXFORD AMHERST CORPORATION
a wholly owned subsidiary
of
ABBVIE INC.
to Exchange Each Outstanding Share of Common Stock of
PHARMACYCLICS, INC.
for
$152.25 in Cash and
$109.00 in Fair Market Value of Shares of Common Stock of AbbVie Inc.
or
$261.25 in Cash
or
$261.25 in Fair Market Value of Shares of Common Stock of AbbVie Inc.
(subject in each case to the election procedures and, in the case of an all-cash election or an all-stock election, to the proration procedures described in the prospectus/offer to exchange and this letter of election and transmittal)
THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF APRIL 17, 2015, UNLESS EXTENDED. SHARES TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OF THE OFFER.
DESCRIPTION OF SHARES TENDERED | ||||||||
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| | Shares Tendered (Attach additional signed list if necessary) | ||||||
| | |||||||
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on certificate(s)) | Certificate Number(s)(1) | Total Number of Shares Represented by Certificate(s)(1) | Total Number of Shares Tendered (including book entry shares)(2) | |||||
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| ||||||||
| ||||||||
Total Shares | ||||||||
(1) | Need not be completed by stockholders tendering share of common stock of Pharmacyclics, Inc., par value $0.0001 per share ("Pharmacyclics Common Stock") by book-entry transfer. | |||||||
(2) | Unless otherwise indicated, it will be assumed that all shares represented by any certificates delivered to the exchange agent (defined below) are being tendered. See Instruction 4. | |||||||
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The exchange agent for the
offer is:
By Mail: | By Express Mail, Courier or any other expedited service: | |
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011 | Computershare Trust Company, N.A. c/o Voluntary Corporate Actions Suite V 250 Royall Street Canton, MA 02021 |
LOST CERTIFICATES: IF CERTIFICATE(S) HAVE BEEN LOST, STOLEN, MISPLACED OR DESTROYED, PLEASE SEE INSTRUCTION 10.
EXCHANGE OFFER ELECTION
(See Instruction 12)
- A.
- CheckONE box if you wish to tenderALL your shares of Pharmacyclics Common Stock for one of the elections:
- o
- CHECK HERE TO ELECT MIXED CONSIDERATION ($152.25 IN CASH AND A NUMBER OF SHARES OF ABBVIE COMMON STOCK EQUAL TO $109.00 DIVIDED BY THE VOLUME WEIGHTED AVERAGE SALE PRICE PER SHARE OF ABBVIE COMMON STOCK AS REPORTED ON THE NEW YORK STOCK EXCHANGE FOR THE TEN CONSECUTIVE TRADING DAYS ENDING ON AND INCLUDING THE SECOND TRADING DAY PRIOR TO THE FINAL EXPIRATION DATE OF THE OFFER AS CALCULATED BY BLOOMBERG FINANCIAL LP UNDER THE FUNCTION "ABBV UN EQUITY AQR" (THE "ABBVIE CLOSING TRADING PRICE")) FOR ALL SHARES TENDERED
- o
- CHECK HERE TO ELECT ALL-CASH CONSIDERATION ($261.25 IN CASH) FOR ALL SHARES TENDERED
- o
- CHECK HERE TO ELECT ALL-STOCK CONSIDERATION (A NUMBER OF SHARES OF ABBVIE COMMON STOCK EQUAL TO $261.25 DIVIDED BY THE ABBVIE CLOSING TRADING PRICE) FOR ALL SHARES TENDERED
If you check more than one box, we will treat your shares as if you made the election for mixed consideration.
OR
- B.
- If you would like to make more than one election for the shares of Pharmacyclics Common Stock that you are tendering, list below the number of shares of Pharmacyclics Common Stock you desire to tender by election type:
If you did not check a box above and would like to make more than one election for the shares of Pharmacyclics Common Stock you would like to tender, indicate the number of shares of Pharmacyclics Common Stock next to each desired election below. The total number of shares of Pharmacyclics Common Stock next to the three elections should equal the number of shares of Pharmacyclics Common Stock listed in the box titled "Description of Shares Tendered" above. If you have checked one of the boxes above, that election will govern all of your shares of Pharmacyclics Common Stock
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and any numbers entered next to the election below will be disregarded. If you make elections for more shares of Pharmacyclics Common Stock than the shares of Pharmacyclics Common Stock described in the box titled "Description of Shares Tendered," your elections will be reduced on a pro rata basis relative to the number of shares of Pharmacyclics Common Stock you indicated for each election. If you make elections for fewer shares of Pharmacyclics Common Stock than the shares of Pharmacyclics Common Stock described in the box titled "Description of Shares Tendered," the number of shares with respect to which you have not made an election will be treated as if you made the election for mixed consideration.
NUMBER OF SHARES TENDERED FOR MIXED CONSIDERATION
NUMBER OF SHARES TENDERED FOR THE ALL-CASH CONSIDERATION
NUMBER OF SHARES TENDERED FOR THE ALL-STOCK CONSIDERATION
ALL ELECTIONS ARE SUBJECT TO THE ELECTION AND PRORATION PROCEDURES DESCRIBED IN THE PROSPECTUS/OFFER TO EXCHANGE AND IN THIS LETTER OF ELECTION AND TRANSMITTAL. ANY SHARES TENDERED BUT FOR WHICH NO ELECTION IS MADE ABOVE WILL BE TREATED AS IF THE HOLDER MADE AN ELECTION FOR MIXED CONSIDERATION.
DELIVERY OF THIS LETTER OF ELECTION AND TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE EXCHANGE AGENT.
THE INSTRUCTIONS SET FORTH IN THIS LETTER OF ELECTION AND TRANSMITTAL SHOULD BE READ CAREFULLY AND IN THEIR ENTIRETY BEFORE THIS LETTER OF ELECTION AND TRANSMITTAL IS COMPLETED.
The offer (described below) is not being made to (nor will tender of shares be accepted from or on behalf of) stockholders in any jurisdiction where it would be illegal to do so.
This letter of election and transmittal (this "letter of election and transmittal") is to be used for tendering shares of common stock, par value $0.0001 per share ("Pharmacyclics Common Stock"), of Pharmacyclics, Inc. ("Pharmacyclics"). Pharmacyclics stockholders may use this form if certificates evidencing shares of Pharmacyclics Common Stock are to be forwarded herewith or, unless a message transmitted by The Depository Trust Company ("DTC") to, and received by, Computershare Trust Company, N.A. (the "exchange agent") and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the DTC participant tendering the shares that are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of this letter of election and transmittal and that Oxford Amherst Corporation may enforce this agreement against such participant (an "Agent's Message") is utilized, if delivery of shares of Pharmacyclics Common Stock is to be made by book-entry transfer to the account of the exchange agent at DTC, pursuant to the procedures set forth in the section of the prospectus/offer, dated March 23, 2015 (the "prospectus/offer to exchange") to exchange titled "The Offer—Procedure for Tendering." We refer to the prospectus/offer to exchange, together with this letter of election and transmittal, as the "offer".
Delivery of documents to DTC or to any other party does not constitute delivery to the exchange agent.
The undersigned hereby tenders the shares of Pharmacyclics Common Stock described in the box above titled "Description of Shares Tendered" pursuant to the terms and conditions of the offer. Such tenders are subject to the elections specified under the section above titled "Exchange Offer Election" (an "exchange offer election"), or if no exchange offer election is specified or you are treated as if you did not make an election, will be deemed tendered with no election and will be treated as having elected to receive the mixed consideration.See the section in the prospectus/offer to exchange titled "The Offer—Consequences of Tendering with No Election."
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Ladies and Gentlemen:
AbbVie Inc. ("AbbVie"), through its wholly owned subsidiary Oxford Amherst Corporation ("Offeror") is offering, upon the terms and subject to the conditions set forth in the prospectus/offer to exchange and in this letter of election and transmittal, to exchange for each issued and outstanding share of Pharmacyclics Common Stock, at the election of the holder:
- •
- the mixed consideration;
- •
- the all-cash consideration; or
- •
- the all-stock consideration,
less any applicable withholding taxes, and subject in each case to the election and proration procedures described in the prospectus/offer to exchange and this letter of election and transmittal. See the section of the prospectus/offer to exchange titled "The Offer—Elections and Proration."
The offer will expire at 12:00 midnight, New York City time, at the end of April 17, 2015 (the "Expiration Time"), unless extended as described in the prospectus/offer to exchange, in which case the "Expiration Time" will be the latest time and date on which the offer, as so extended, expires.
The undersigned elects to have his, her or its shares of Pharmacyclics Common Stock acquired pursuant to one or more of the foregoing options, as indicated in the section above titled "Exchange Offer Election."
IF THE UNDERSIGNED FAILS TO PROPERLY MAKE AN EXCHANGE OFFER ELECTION, THE UNDERSIGNED WILL BE TREATED AS IF THE UNDERSIGNED MADE THE ELECTION FOR MIXED CONSIDERATION.
Upon the terms and subject to the conditions of the offer (and if the offer is extended or amended, the terms of any such extension or amendment), and effective upon acceptance for exchange of the shares of Pharmacyclics Common Stock tendered herewith in accordance with the terms of the offer, the undersigned hereby sells, assigns and transfers to or upon the order of the Offeror all right, title and interest in and to any and all of the shares of Pharmacyclics Common Stock that are being tendered hereby (and any and all dividends, distributions, rights, other shares of Pharmacyclics Common Stock or other securities issued or issuable in respect thereof on or after the date hereof (collectively, "Distributions")) and irrevocably constitutes and appoints the exchange agent the true and lawful agent and attorney-in-fact of the undersigned with respect to such shares of Pharmacyclics Common Stock (and any and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (1) deliver certificates for such shares of Pharmacyclics Common Stock (and any and all Distributions) or transfer ownership of such shares of Pharmacyclics Common Stock (and any and all Distributions) on the account books maintained by DTC, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Offeror, (2) present such shares of Pharmacyclics Common Stock (and any and all Distributions) for transfer on the books of Pharmacyclics and (3) receive all benefits and otherwise exercise all rights of beneficial ownership of such shares of Pharmacyclics Common Stock (and any and all Distributions), all in accordance with the terms of the offer.
By executing this letter of election and transmittal, or through delivery of an Agent's Message, the undersigned hereby irrevocably appoints the designees of Offeror as the undersigned's agents, attorneys-in-fact and proxies, each with full power of substitution, to exercise to the full extent the rights of the undersigned with respect to all of the shares of Pharmacyclics Common Stock tendered hereby (and any Distribution) which have been accepted for exchange by Offeror on or after the date of the commencement of the offer. All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered shares of Pharmacyclics Common Stock (and all Distributions relating thereto). Such appointment will be effective when, and only to the extent that,
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Offeror accepts such shares of Pharmacyclics Common Stock for exchange. Such acceptance for exchange shall, without further action, revoke any prior powers of attorney and proxies given by the undersigned at any time with respect to such shares of Pharmacyclics Common Stock (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given or executed by the undersigned with respect thereto (and, if given or executed, will not be deemed effective). The designees of Offeror will, with respect to the shares of Pharmacyclics Common Stock (and such other shares of Pharmacyclics Common Stock and securities) for which the appointment is effective, be empowered to exercise all voting, consent and other rights of such stockholder as they in their discretion may deem proper at any annual or special meeting of Pharmacyclics stockholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. AbbVie reserves the right to require that, in order for the shares of Pharmacyclics Common Stock to be deemed validly tendered, immediately upon Offeror's acceptance of shares of Pharmacyclics Common Stock for exchange, Offeror must be able to exercise full voting, consent and other rights with respect to such shares of Pharmacyclics Common Stock (and any and all Distributions).
The undersigned hereby represents and warrants that (1) the undersigned owns the tendered shares of Pharmacyclics Common Stock (and any and all other shares of Pharmacyclics Common Stock or other securities issued or issuable in respect of such shares of Pharmacyclics Common Stock), (2) the undersigned has the full power and authority to tender, sell, assign and transfer the tendered shares of Pharmacyclics Common Stock (and any and all other shares of Pharmacyclics Common Stock or other securities issued or issuable in respect of such shares of Pharmacyclics Common Stock) and (3) when the same are accepted for exchange by Offeror, Offeror shall acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The undersigned, upon request, shall execute and deliver all additional documents deemed by the exchange agent or Offeror to be necessary or desirable to complete the sale, assignment and transfer of the shares of Pharmacyclics Common Stock tendered hereby (and any and all Distributions). In addition, the undersigned shall remit and transfer promptly to the exchange agent for the account of Offeror all Distributions in respect of the shares of Pharmacyclics Common Stock tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, Offeror shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire consideration of the shares of Pharmacyclics Common Stock tendered hereby or deduct from such consideration the amount or value of such Distribution as determined by Offeror in its sole discretion.
All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the prospectus/offer to exchange, this tender is irrevocable.
The undersigned understands that the valid tender of shares of Pharmacyclics Common Stock pursuant to any of the procedures described in the section of the prospectus/offer to exchange titled "The Offer—Procedure for Tendering" and in the Instructions hereto will constitute a binding agreement between the undersigned and Offeror upon the terms of and subject to the conditions to the offer (and, if the offer is extended, amended, supplemented or earlier terminated, the terms or the conditions of any such extension, amendment, supplement or termination). The undersigned recognizes that, under the circumstances set forth in the prospectus/offer to exchange, Offeror may not be required to accept for exchange any of the shares of Pharmacyclics Common Stock tendered hereby.
The undersigned understands that the delivery and surrender of shares of Pharmacyclics Common Stock that the undersigned has tendered is not effective, and the risk of loss of such shares of Pharmacyclics Common Stock does not pass to the exchange agent, unless and until the exchange agent receives this letter of election and transmittal, duly completed and signed, or an Agent's Message (as defined in the prospectus/offer to exchange in the section titled "The Offer—Procedure for Tendering") in connection with a book-entry transfer of shares, together with all accompanying evidences of
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authority in form satisfactory to AbbVie and any other required documents. THE UNDERSIGNED UNDERSTANDS THAT OFFEROR'S INTERPRETATION OF THE TERMS AND CONDITIONS OF THE OFFER (INCLUDING THIS LETTER OF ELECTION AND TRANSMITTAL AND THE INSTRUCTIONS HERETO) WILL BE FINAL AND BINDING TO THE FULLEST EXTENT PERMITTED BY LAW. ALL QUESTIONS AS TO THE FORM OF DOCUMENTS AND THE VALIDITY, FORM, ELIGIBILITY (INCLUDING TIME OF RECEIPT) AND ACCEPTANCE FOR EXCHANGE OF ANY SHARES OF PHARMACYCLICS COMMON STOCK WILL BE DETERMINED BY ABBVIE IN ITS DISCRETION, WHICH DETERMINATION SHALL BE FINAL AND BINDING TO THE FULLEST EXTENT PERMITTED BY LAW. The undersigned also understands that no tender of shares of Pharmacyclics Common Stock will be deemed validly made until all defects and irregularities with respect thereto have been cured or waived. In addition, the undersigned understands that none of Offeror or any of its affiliates or assigns, the exchange agent or the information agent identified on the back page of this letter of election and transmittal or any other person is or will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification.
Unless otherwise indicated under "Special Issuance or Payment Instructions," the undersigned hereby requests that the shares of Pharmacyclics Common Stock and/or a check for cash (including any cash paid in lieu of a fractional common share, par value $0.01 per share, of AbbVie ("AbbVie Common Stock")), and the return of any certificates for the shares of Pharmacyclics Common Stock not tendered or not accepted for exchange, be in the name(s) of the undersigned (and, in the case of shares of Pharmacyclics Common Stock tendered by book-entry transfer, by credit to the applicable account at DTC appearing above in the box titled "Description of Shares Tendered"). The undersigned recognizes that Offeror has no obligation, pursuant to the "Special Issuance or Payment Instructions," to transfer any shares of Pharmacyclics Common Stock from the name of the registered holder(s) thereof if Offeror does not accept for exchange any of the shares of Pharmacyclics Common Stock so tendered.
Similarly, unless otherwise indicated under "Special Delivery Instructions," the undersigned hereby requests that the shares of Pharmacyclics Common Stock and/or a check for cash (including any cash paid in lieu of a fractional share of AbbVie Common Stock) and any certificates for the shares of Pharmacyclics Common Stock not tendered or not accepted for exchange (and any accompanying documents, as appropriate) be mailed to the undersigned at the address(es) of the registered holder(s) appearing above in the box titled "Description of Shares Tendered." In the event that the boxes titled "Special Issuance or Payment Instructions" and "Special Delivery Instructions" are both completed, the undersigned hereby requests that the certificates for shares of AbbVie Common Stock (or, at AbbVie's election, evidence of book-entry of AbbVie Common Stock) and a check for cash (including any cash in lieu of a fractional share of AbbVie Common Stock) and the return of any certificates evidencing shares of Pharmacyclics Common Stock not tendered or not accepted for exchange, be issued in the name(s) of and mailed to the person(s) so indicated. Stockholders tendering shares of Pharmacyclics Common Stock by book-entry transfer may request that shares of Pharmacyclics Common Stock not exchanged be credited to such account at DTC as such stockholder may designate under "Special Issuance or Payment Instructions." If no such instructions are given, any such shares of Pharmacyclics Common Stock not exchanged will be returned by crediting the account at the book-entry transfer facility designated herein.
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SPECIAL ISSUANCE OR PAYMENT
INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if the certificates for shares of AbbVie Common Stock (or, at AbbVie's election, evidence of book-entry issuance of shares of AbbVie Common Stock) and/or the check for cash payable pursuant to the offer (less applicable withholding taxes and without interest), if applicable in either case, are to be issued in the name of someone other than the registered holder(s) listed above in the box titled "Description of Shares Tendered."
Issue as follows: | o Check | |
o Share Certificate(s) to: |
Name | (Please Print) |
Address | |
(Include Zip Code) |
Area Code and Telephone No. | |
Taxpayer Identification or Social Security No. |
(Also Complete the Attached IRS Form W-9) |
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5 and 7)
To be completed ONLY if the certificates for shares of AbbVie Common Stock (or, at AbbVie's election, evidence of book-entry issuance of shares of AbbVie Common Stock) and/or the check for cash payable pursuant to the offer (less applicable withholding taxes and without interest), if applicable in either case, are to be sent to an address other than the address(es) of the registered holder(s) listed above in the box titled "Description of Shares Tendered."
Mail as follows: | o Check | |
o Share Certificate(s) to: |
Name | (Please Print) |
Address | |
(Include Zip Code) |
Area Code and Telephone No. | |
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STOCKHOLDER: SIGN HERE
(Please complete and return the attached IRS Form W-9)
Signature(s) of Holder(s) of Shares—you MUST sign above | ||
Dated: |
Name(s) | (Please Print) |
Capacity (full title) |
Address | (Include Zip Code) |
Area Code and Telephone No. |
Tax Identification or Social Security No. (See attached IRS Form W-9) |
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.) |
Guarantee of Signature(s)
(If Required—See Instructions 1 and 5)
Authorized Signature |
Name |
Name of Firm |
Address | (Include Zip Code) |
Area Code and Telephone No. | ||
Dated: |
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee is required on this letter of election and transmittal (1) if this letter of election and transmittal is signed by the registered holder(s) (which term, for purposes of this document, includes any participant in DTC's systems whose name(s) appear(s) on a security position listing as the owner(s) of the shares of Pharmacyclics Common Stock) of shares of Pharmacyclics Common Stock and such holder(s) have not completed either the box titled "Special Issuance or Payment Instructions" or the box titled "Special Delivery Instructions" on this letter of election and transmittal or (2) if shares of Pharmacyclics Common Stock are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in the Security Transfer Agents Medallion Program or by any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Exchange Act (an "eligible institution"). In all other cases, all signatures on this letter of election and transmittal must be guaranteed by an eligible institution. See also Instruction 5.
2. Requirements of Tender. This letter of election and transmittal is to be completed by Pharmacyclics stockholders either if certificates evidencing the shares of Pharmacyclics Common Stock are to be forwarded herewith or, unless an Agent's Message is utilized, if delivery of the shares of Pharmacyclics Common Stock is to be made pursuant to the procedure for tender by book-entry transfer pursuant to the procedures set forth herein and in the prospectus/offer to exchange. For a Pharmacyclics stockholder to validly tender shares of Pharmacyclics Common Stock pursuant to the offer, the exchange agent must receive prior to the Expiration Time this letter of election and transmittal (or a manually signed 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, and any other documents required by this letter of election and transmittal, at one of its addresses set forth on the back cover of this letter of election and transmittal and the certificates representing tendered shares of Pharmacyclics Common Stock must be received by the exchange agent at such address or such shares of Pharmacyclics Common Stock must be tendered pursuant to the procedure for book-entry transfer described below and a book-entry confirmation must be received by the exchange agent (including an Agent's Message), in each case prior to the Expiration Time.
An "Agent's Message," as defined in the section of the prospectus/offer to exchange titled "The Offer—Procedure for Tendering," means a message transmitted by DTC to, and received by, the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the DTC participant tendering the shares that are the subject of such book-entry confirmation, that such participant has received and agrees to be bound by the terms of this letter of election and transmittal and that the Offeror may enforce that agreement against such participant.
THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING PHARMACYCLICS COMMON STOCK, THIS LETTER OF ELECTION AND TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE OPTION AND THE RISK OF THE TENDERING PHARMACYCLICS STOCKHOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. 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.
Offeror will not accept any alternative, conditional or contingent tenders, and no fractional shares of Pharmacyclics Common Stock will be accepted for exchange. By executing this letter of election and transmittal (or a manual facsimile thereof), the tendering stockholder waives any right to receive any notice of the acceptance for exchange of the tendered shares of Pharmacyclics Common Stock.
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3. Inadequate Space. If the space provided herein under "Description of Shares Tendered" is inadequate, the number of shares of Pharmacyclics Common Stock tendered and/or the certificate numbers evidencing such of shares of Pharmacyclics Common Stock, if applicable, should be listed on a separate signed schedule and attached hereto.
4. Partial Tenders. If fewer than all the shares of Pharmacyclics Common Stock evidenced by any certificate delivered to the exchange agent are to be tendered hereby, fill in the number of shares of Pharmacyclics Common Stock that are to be tendered in the box titled "Total Number of Shares Tendered." In such case, a new certificate evidencing the remainder of the shares of Pharmacyclics Common Stock that were evidenced by the old certificates, but were not tended, will be sent to the registered holder(s) at the address(es) listed above in the box titled "Description of Shares Tendered" herein, as soon as practicable after the Expiration Time. All shares of Pharmacyclics Common Stock evidenced by certificates delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.
5. Signatures on letter of election and transmittal; Stock Powers and Endorsements.
(a) Exact Signatures. If this letter of election and transmittal is signed by the registered holder(s) of the shares of Pharmacyclics Common Stock tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates evidencing such shares of Pharmacyclics Common Stock without alteration, enlargement or any change whatsoever.
(b) Joint Holders. If any of the shares of Pharmacyclics Common Stock tendered hereby are held of record by two or more persons, all such persons must sign this letter of election and transmittal.
(c) Different Names on Certificates. If any of the shares of Pharmacyclics Common Stock tendered hereby are registered in different names, it will be necessary to complete, sign and submit as many separate letter of election and transmittal as there are different registrations of such shares of Pharmacyclics Common Stock.
(d) Endorsements. If this letter of election and transmittal is signed by the registered holder(s) of the shares of Pharmacyclics Common Stock tendered hereby, no endorsements of certificates evidencing such shares of Pharmacyclics common stock or separate stock powers are required unless the shares of AbbVie Common Stock are to be issued to, or certificates evidencing shares of Pharmacyclics Common Stock are not tendered or not accepted for exchange are to be issued in the name of, a person other than the registered holder(s). Signatures on any such certificate(s) or stock powers must be guaranteed by an eligible institution.
If this letter of election and transmittal or any certificate evidencing shares of Pharmacyclics Common Stock or stock power are executed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to AbbVie of such person so to act must be submitted.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6, Offeror or any successor entity thereto will pay any stock transfer tax with respect to the transfer of any shares of Pharmacyclics Common Stock to it pursuant to the offer (for the avoidance of doubt, transfer taxes do not include U.S. federal income or backup withholding taxes). If, however, the purchase price is to be made to, or if certificate(s) evidencing shares of Pharmacyclics Common Stock not tendered or not accepted for exchange are to be issued in the name of, any person other than the registered holder(s), or if tendered certificate(s) evidencing shares of Pharmacyclics Common Stock are registered in the name of any person other than the person(s) signing this letter of election and transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such other person or otherwise) payable on account of any such issuance or transfer to such other person will be deducted from consideration to be received by such stockholder for exchange of such shares of Pharmacyclics
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Common Stock in the offer, unless evidence satisfactory to AbbVie of the payment of such taxes, or exemption therefrom, is submitted.
7. Special Issuance or Payment and Delivery Instructions. If certificates (or, at AbbVie's election, evidence of book-entry transfer) for shares of AbbVie Common Stock and, if applicable, any shares of Pharmacyclics Common Stock not tendered or not accepted for exchange or a check for cash (including any cash in lieu of a fractional AbbVie Common Stock) are to be issued in the name of and/or returned to, a person other than the registered holder(s) listed above in the box titled "Description of Shares Tendered" or if any certificates evidencing shares of Pharmacyclics Common Stock not tendered or not exchanged or a check are to be sent to someone other than the registered holder(s) listed above in the box titled "Description of Shares Tendered" or to the registered holder(s) listed above in the box titled "Description of Shares Tendered" at an address other than that listed above in the box titled "Description of Shares Tendered," the appropriate boxes on this letter of election and transmittal should be completed. Stockholders tendering shares of Pharmacyclics Common Stock by book-entry transfer may request that shares of Pharmacyclics Common Stock not tendered or not accepted for exchange be credited to such account at DTC as such stockholder may designate under "Special Issuance or Payment Instructions." If no such instructions are given, any such shares of Pharmacyclics Common Stock not tendered or not accepted for exchange will be returned by crediting the account at DTC designated above in the box titled "Description of Shares Tendered."
8. Backup Withholding. Under U.S. federal income "backup withholding" tax laws, the exchange agent will be required to withhold a portion of any payments made to certain Pharmacyclics stockholders pursuant to the offer. In order to avoid such backup withholding, each Pharmacyclics stockholder that is a United States citizen, resident or entity, and, if applicable, each other United States payee, must provide the exchange agent with such stockholder's or payee's correct taxpayer identification number, and certify that such stockholder or payee is not subject to such backup withholding by completing the attached IRS Form W-9. Certain stockholders or payees (including, among others, corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. A Pharmacyclics stockholder who is a foreign individual or a foreign entity should complete, sign, and submit to the exchange agent the appropriate IRS Form W-8. An appropriate IRS Form W-8 may be obtained from the exchange agent. Failure to complete IRS Form W-9 or the appropriate IRS Form W-8 will not, by itself, cause shares of Pharmacyclics Common Stock to be deemed invalidly tendered, but may require the exchange agent to withhold a portion of the amount of any payments made pursuant to the offer. Taxes withheld from amounts payable in connection with the offer will be treated for all purposes as having been paid to the persons with respect to whom such amounts were withheld.
Please consult your accountant or tax advisor for further guidance regarding the completion of IRS Form W-9 or the appropriate IRS Form W-8 to claim exemption from backup withholding, or contact the exchange agent.
FAILURE TO COMPLETE AND RETURN IRS FORM W-9 OR THE APPROPRIATE IRS FORM W-8 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU.
9. Requests for Additional Copies. Questions and requests for assistance or additional copies of the prospectus/offer to exchange and this letter of election and transmittal should be directed to the information agent at its address and telephone number set forth on the back page of this letter of election and transmittal. Requests for additional copies of the prospectus/offer to exchange and this letter of election and transmittal may be directed to the information agent at the address and telephone number set forth below. Stockholders may also contact their brokers, dealers, commercial banks, trust companies or other nominees for assistance concerning the offer.
10. Mutilated, Lost, Destroyed or Stolen Certificates. If any certificate representing the shares of Pharmacyclics Common Stock to be tendered has been mutilated, lost, destroyed or stolen, the
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stockholder should promptly notify the exchange agent, Computershare at (800) 546-5141 prior to submitting this letter of election and transmittal. The stockholder should then be instructed as to the steps that must be taken in order to replace the certificate(s). The exchange agent will provide such holders with all necessary forms and instructions to replace any mutilated, lost, stolen or destroyed certificates. This letter of election and transmittal and related documents cannot be processed until the mutilated, lost, destroyed or stolen certificates have been replaced and the replacement certificates have been delivered to the exchange agent in accordance with the instructions contained in this letter of election and transmittal.
11. Waiver of Conditions. Offeror reserves the absolute right to waive any condition of the offer to the extent permitted by applicable law except as specified in the prospectus/offer to exchange.
12. Election Procedure; Revocation or Change of Election. The "exchange offer election" section must be completed if you desire to elect the type of consideration to be received in exchange for the shares of Pharmacyclics Common Stock being tendered hereby. There are three elections to choose from: the mixed consideration; the all-cash election; and the all-stock election. Each election is described in the prospectus/offer to exchange. You may check (i) one box to designate all of your shares for one election option, (ii) fill in the number of shares next to one or more of the election options or (iii) leave the election options blank and not check a box. If you leave the election options blank or you make elections for less than all the shares you describe in the box titled "Description of Shares Tendered," you will be treated as if you made the election to receive the mixed consideration with regards to those shares for which an election was not made. If you check one of the boxes designating all shares for one election, that election will govern all of your shares of Pharmacyclics Common Stock tendered in the offer and any numbers entered next to the election options will be disregarded. If you check more than one box above, you will be treated as if you did not make an election. If you make elections for more than the shares you describe in the box titled "Description of Shares Tendered," your elections will be reduced on a pro rata basis relative to the number of shares of Pharmacyclics Common Stock you indicated for each election. See the section in this prospectus/offer to exchange titled "The Offer—Elections and Proration."
Elections (whether actual or deemed) are irrevocable, except that shares of Pharmacyclics Common Stock tendered pursuant to the offer may be withdrawn at any time prior to the Expiration Time. After an effective withdrawal, shares of Pharmacyclics Common Stock may be retendered with another election or with no election by submitting to the exchange agent a completed replacement of this letter of election and transmittal (and any other documents required in connection with the offer for properly tendering shares of Pharmacyclics Common Stock) prior to the Expiration Time.
13. Irregularities. All questions as to form, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of shares of Pharmacyclics Common Stock and any notice of withdrawal will be determined by Offeror in its sole discretion, which determinations shall be final and binding to the fullest extent permitted by law. Offeror reserves the absolute right to reject any or all tenders of shares of Pharmacyclics Common Stock it determines not to be in proper form or the acceptance of or exchange for which may, in the opinion of Offeror's counsel, be unlawful. Offeror also reserves the absolute right to waive any defect or irregularity in the tender of any shares of Pharmacyclics Common Stock of any particular Pharmacyclics stockholder, whether or not similar defects or irregularities are waived in the case of other Pharmacyclics stockholders. No tender of shares of Pharmacyclics Common Stock will be deemed to be properly made until all defects and irregularities with respect thereto have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as Offeror shall determine. None of AbbVie, Offeror, the exchange agent, the information agent or any other person is or will be obligated to give notice of any defects or irregularities in tenders of shares of Pharmacyclics Common Stock, or to waive any such defect or irregularity and none of them will incur any liability for failure to give any such notice or waiver. Offeror's interpretation of the terms and conditions of the offer, including this letter of election and transmittal, will be final and binding to the fullest extent permitted by law.
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IMPORTANT: THIS LETTER OF ELECTION AND TRANSMITTAL, TOGETHER WITH ANY SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION TIME AND CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE EXCHANGE AGENT OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION TIME.
Facsimiles of this letter of election and transmittal, properly completed and duly signed, will be accepted. In such case, a copy of this letter of election and transmittal and certificates evidencing shares of Pharmacyclics Common Stock and any other required documents should be sent or delivered by each stockholder or such stockholder's broker, dealer, commercial bank, trust company or other nominee to the exchange agent at one of its addresses set forth herein.
If Offeror becomes aware of any jurisdiction in which the making of the offer or the tender of shares of Pharmacyclics Common Stock in connection therewith would not be in compliance with applicable law, Offeror will make a good faith effort to comply with any such law. If, after such good faith effort, Offeror cannot comply with any such law, the offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of shares of Pharmacyclics Common Stock in such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the offer to be made by a licensed broker or dealer, the offer shall be deemed to be made on behalf of Offeror by one or more registered brokers or dealers licensed under the laws of such jurisdiction.
The exchange agent for the offer is:
By Mail: | By Express Mail, Courier or any other expedited service: | |
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011 | Computershare Trust Company, N.A. c/o Voluntary Corporate Actions Suite V 250 Royall Street Canton, MA 02021 |
Questions or requests for assistance may be directed to the information agent at its address and telephone number set forth below. Requests for additional copies of the prospectus/offer to exchange and this letter of election and transmittal may be directed to the information agent at the address and telephone number set forth below. Stockholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the tender offer.
The information agent for the offer is:
480 Washington Blvd., 26th Floor
Jersey City, NJ 07310
Banks, Brokers and Stockholders
Call Toll-Free (888) 680-1528
Or Contact via E-mail at:
PCYC@georgeson.com
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The exchange agent for the offer is
EXCHANGE OFFER ELECTION (See Instruction 12)
IMPORTANT
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER