EX-99.2 18 f70198ex99-2.txt FORM OF NOTICE OF OF GUARANTEED DELIVERY 1 EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK OF NEW ERA OF NETWORKS, INC. TO NEEL ACQUISITION CORP. A WHOLLY OWNED SUBSIDIARY OF SYBASE, INC. (NOT TO BE USED FOR SIGNATURE GUARANTEES) This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) if certificates representing shares of common stock, par value $0.0001 per share (the "NEON Shares"), of New Era of Networks, Inc., a Delaware corporation ("NEON"), are not immediately available, if the procedure for book-entry transfer cannot be completed prior to the Expiration Date (as defined in the Prospectus dated March 15, 2001 (as may from time to time be amended, supplemented or finalized, the "Prospectus"), or if time will not permit all required documents to reach American Stock Transfer & Trust Company (the "Exchange Agent") prior to the Expiration Date. Such form may be delivered by hand, transmitted by facsimile transmission or mailed to the Exchange Agent. See "The Offer -- Procedure for Tendering" in the Prospectus. THE EXCHANGE AGENT FOR THE OFFER IS: AMERICAN STOCK TRANSFER & TRUST COMPANY REORGANIZATION DEPARTMENT 50 MAIDEN LANE PLAZA LEVEL NEW YORK, NY 10038 BY FACSIMILE: (FOR ELIGIBLE INSTITUTIONS ONLY) (718) 234-5001 TOLL FREE: (877) 777-0800 DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. 2 Ladies and Gentlemen: The undersigned hereby tenders to Neel Acquisition Corp. ("Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Sybase, Inc., a Delaware corporation ("Parent"), upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the "Offer"), receipt of which is hereby acknowledged, the number of NEON Shares set forth below, pursuant to the guaranteed delivery procedures set forth in "The Offer -- Guaranteed Delivery" in the Prospectus. Signature(s): Name(s) of Record Holders: (PLEASE TYPE OR PRINT) Number of Shares: Certificate No(s). (if available) Dated: ______________________________, 2001 Area Code and Tel. No.(s): Check box if Shares will be tendered by book-entry transfer: [ ] Account Number: Address(es): ZIP CODE Area Code and Tel. No.(s): Check box if NEON Shares will be tendered by book-entry transfer: [ ] Account Number: 2 3 GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEES) The undersigned, a participant in the Security Transfer Agents Medallion Program, guarantees to deliver to the Exchange Agent either certificates representing the NEON Shares tendered hereby, in proper form for transfer, or timely confirmation of book-entry transfer of such NEON Shares into the Exchange Agent's account at The Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), with any required signature guarantees, or an Agent's Message (as defined in the Prospectus), and any other documents required by the Letter of Transmittal, within three (3) Nasdaq trading days after the date hereof. The Eligible Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal and certificates for NEON Shares to the Exchange Agent within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution. Name of Firm: Address: -------------------------------------------------------------------------------- ZIP CODE Area Code and Tel. No.: Authorized Signature: PLEASE PRINT Name: Title: Dated: , 2001 NOTE: DO NOT SEND CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY. CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. 3