EX-99.(A)(1)(C) 4 d183531dex99a1c.htm NOTICE OF GUARANTEED DELIVERY NOTICE OF GUARANTEED DELIVERY

EXHIBIT (a)(1)(C)

NOTICE OF GUARANTEED DELIVERY

(Not to be Used for Signature Guarantee)

To Tender Shares of Common Stock

of

VIRTUS INVESTMENT PARTNERS, INC.

Pursuant to its Offer to Purchase Dated May 10, 2016

For Cash up to $75,000,000 of Shares of its Common Stock

At a Purchase Price Not Greater Than $82.50 Nor Less Than $73.00 Per Share

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JUNE 8, 2016, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”).

THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD CAREFULLY READ BOTH OF THESE DOCUMENTS IN THEIR ENTIRETY BEFORE MAKING A DECISION WITH RESPECT TO THE OFFER. YOU MAY TENDER ALL OR A PORTION OF YOUR SHARES. YOU ALSO MAY CHOOSE NOT TO TENDER ANY OF YOUR SHARES.

As set forth in Section 3 of the Offer to Purchase (as hereinafter defined), this Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as hereinafter defined) if (a) the procedure for book-entry transfer described in the Offer to Purchase and the related Letter of Transmittal cannot be completed on a timely basis or (b) time will not permit all required documents, including a properly completed and duly executed Letter of Transmittal, to reach the Depositary prior to the Expiration Date.

This Notice of Guaranteed Delivery, properly completed and duly executed, may be delivered by mail, overnight courier or facsimile transmission to the Depositary as of or before the Expiration Date. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

Broadridge Corporate Issuer Solutions, Inc.

 

By First Class, Registered or Certified Mail:

 

Broadridge, Inc.

Attn: BCIS Re-Organization Dept.

P.O. Box 1317

Brentwood, NY 11717-0693

 

By Express or Overnight Delivery:

 

Broadridge Corporate Issuer Solutions, Inc.

Attn: BCIS IWS

51 Mercedes Way

Edgewood, NY 11717

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

FOR THIS NOTICE OF GUARANTEED DELIVERY TO BE VALIDLY DELIVERED, IT MUST BE RECEIVED BY THE DEPOSITARY AT THE ABOVE ADDRESS PRIOR TO THE EXPIRATION DATE. DELIVERIES TO VIRTUS, THE DEALER MANAGER, THE INFORMATION AGENT, DTC OR ANY OTHER PERSON WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY.


THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED IN THE OFFER TO PURCHASE) UNDER THE INSTRUCTIONS TO THE LETTER OF TRANSMITTAL, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

 

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Ladies and Gentlemen:

The undersigned hereby tenders to Virtus Investment Partners, Inc., a Delaware corporation (“Virtus” or the “Company”), upon the terms and subject to the conditions described in the Offer to Purchase, dated May 10, 2016 (the “Offer to Purchase”), and in the related Letter of Transmittal (which together, as each may be supplemented or amended from time to time, constitute the “Offer”), receipt of which is hereby acknowledged, the number (indicated herein) of shares of the Company’s common stock, par value $0.01 per share (the “Shares”), pursuant to the guaranteed delivery procedure described in Section 3 of the Offer to Purchase. Unless the context requires otherwise, all references to Shares shall refer to the shares of common stock, par value $0.01 per share, of Virtus.

NUMBER OF SHARES TO BE TENDERED:                      SHARES

NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW

CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED,

THERE IS NO VALID TENDER OF SHARES.

SHARES TENDERED AT A PRICE DETERMINED PURSUANT TO THE OFFER (See Instruction 3 of the Letter of Transmittal)

 

¨ The undersigned wishes to maximize the chance of having Virtus purchase all of the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE BOXES BELOW, the undersigned hereby tenders Shares at and is willing to accept the Purchase Price determined by Virtus pursuant to the Offer. Note that this election may lower the Purchase Price paid for all purchased Shares in the Offer and could result in the tendered Shares being purchased at the minimum price of $73.00 per Share.

— OR—

SHARES TENDERED AT A PRICE DETERMINED BY SHAREHOLDER

(See Instruction 3 of the Letter of Transmittal)

By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders Shares at the price checked. This action could result in none of the Shares being purchased if the Purchase Price for the Shares is less than the price checked. If the Purchase Price for the Shares is equal to or greater than the price checked, then the Shares purchased by Virtus will be purchased at the Purchase Price. A shareholder who wishes to tender Shares at more than one price must complete a separate Notice of Guaranteed Delivery and/or Letter of Transmittal for each price at which Shares are being tendered. The same Shares cannot be tendered (unless previously properly withdrawn in accordance with the terms of the Offer) at more than one price.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED

 

       

¨ $73.00

  ¨ $75.50   ¨ $78.00   ¨ $80.50
     

¨ $73.50

  ¨ $76.00   ¨ $78.50   ¨ $81.00
       

¨ $74.00

  ¨ $76.50   ¨ $79.00   ¨ $81.50
     

¨ $74.50

  ¨ $77.00   ¨ $79.50   ¨ $82.00
       

¨ $75.00

  ¨ $77.50   ¨ $80.00   ¨ $82.50

 

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ODD LOTS

(See Instruction 12 of the Letter of Transmittal)

This section is to be completed only if Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 Shares. The undersigned either (check one box):

 

  ¨ is the beneficial or record owner of fewer than an aggregate of 100 Shares, all of which are being tendered; or

 

  ¨ is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), Shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 Shares and is tendering all of such Shares.

In addition, the undersigned is tendering Shares either (check one box):

 

  ¨ at the Purchase Price, as the same will be determined by Virtus in accordance with the terms of the Offer (persons checking this box should not check any box in the section captioned “Shares Tendered at a Price Determined by Shareholder”); or

 

  ¨ at the price per Share indicated above in the section captioned “Shares Tendered at a Price Determined by Shareholder.”

 

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CONDITIONAL TENDER

(See Instruction 11 of the Letter of Transmittal)

A tendering shareholder may condition his or her tender of Shares upon Virtus purchasing a specified minimum number of the Shares tendered, as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of Shares you indicate below is purchased by Virtus pursuant to the terms of the Offer, none of the Shares tendered by you will be purchased. It is the tendering shareholder’s responsibility to calculate and appropriately indicate the minimum number of Shares that must be purchased from the shareholder in order for the shareholder to qualify for sale or exchange (rather than distribution) treatment for U.S. federal income tax purposes. Each shareholder is urged to consult with his or her own financial tax advisor with respect to the advisability of making a conditional offer before completing this section. No assurances can be provided that a conditional tender will achieve the intended U.S. federal income tax result for any shareholder tendering Shares. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.

 

  ¨ The minimum number of Shares that must be purchased from me, if any are purchased from me, is:                      Shares.

If, because of proration, the minimum number of Shares designated will not be purchased, Virtus may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her Shares and checked this box:

 

  ¨ The tendered Shares represent all Shares held by the undersigned.

 

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SIGN HERE

 

Name(s) of Record Holder(s): 

 

 

(Please Type or Print)

Address(es): 

 

 

(Include Zip Code)

Daytime Area Code and Telephone Number: 

 

 

Taxpayer ID No(s). or Social Security No(s).: 

 

 

Number of Shares: 

 

 

 

¨      Check here if Shares will be tendered by book-entry transfer.

 

DTC Account Number: 

 

 

Date: 

 

 

Signature(s): 

 

 

 

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GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (each of the foregoing constituting an “Eligible Institution”), hereby guarantees (1) that the above named person(s) “own(s)” the Shares tendered hereby within the meaning of Rule 14e-4 under the Exchange Act, (2) that such tender of Shares complies with Rule 14e-4 under the Exchange Act and (3) to deliver to the Depositary a confirmation that the Shares tendered have been delivered pursuant to the procedure for book-entry transfer described in the Offer to Purchase into the Depositary’s account at DTC, together with a properly completed and duly executed Letter of Transmittal, or a manually signed facsimile of the Letter of Transmittal, or an Agent’s Message (as defined in the Offer to Purchase), and any other required documents, all within three business days of the date hereof.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal to the Depositary within the time period set forth herein. Failure to do so could result in a financial loss to the Eligible Institution.

 

Name of Firm:     

 

Authorized Signature:     

 

Name:     
(Please Type or Print)

 

Title:     

 

Address:     

 

Zip Code:     

 

Area Code and Telephone Number:     

 

Date:     

 

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