Form: SC TO-T

Third party tender offer statement

September 20, 2017

Documents

Exhibit (a)(1)(c)

NOTICE OF GUARANTEED DELIVERY

For Tender of Shares of Common Stock

of

LANDAUER, INC., a Delaware corporation

at

$67.25 NET PER SHARE

Pursuant to the Offer to Purchase dated September 20, 2017

by

FERN MERGER SUB INC., a Delaware corporation

and an indirect wholly-owned subsidiary of

FORTIVE CORPORATION, a Delaware corporation.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M.,

NEW YORK CITY TIME, ON WEDNESDAY, OCTOBER 18, 2017, UNLESS THE OFFER IS

EXTENDED.

This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as defined below) if (i) certificates representing shares of common stock, par value $0.10 per share (the “Shares”), of Landauer, Inc., a Delaware corporation, are not immediately available, (ii) the procedure for book-entry transfer cannot be completed prior to the expiration of the Offer or (iii) time will not permit all required documents to reach Computershare Trust Company, N.A. (the “Paying Agent”) prior to the expiration of the Offer. This Notice of Guaranteed Delivery may be delivered by mail, electronic mail or overnight courier to the Paying Agent. See Section 3 of the Offer to Purchase (as defined below).

The Paying Agent for the Offer is:

COMPUTERSHARE TRUST COMPANY, N.A.

 

By Mail:

Computershare Trust Company, N.A.

Attn: Corporate Actions Voluntary Offer

P.O. Box 43011

Providence, RI 02940-3011

   

By Overnight Courier:

Computershare Trust Company, N.A.

Attn: Corporate Actions Voluntary Offer

250 Royall Street

Suite V

Canton, MA 02021

By Email:

(For Eligible Institutions Only)

CANOTICEOFGUARANTEE@Computershare.com

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR DELIVERY VIA ELECTRONIC MAIL, 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 APPROPRIATE LETTER OF TRANSMITTAL.

The Eligible Institution (as defined in the Offer to Purchase) that completes this form must communicate the guarantee to the Paying Agent and must deliver the Letter of Transmittal (as defined below) or an Agent’s Message (as defined in Section 3 of the Offer to Purchase) and certificates for Shares to the Paying Agent within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

Ladies and Gentlemen:

The undersigned hereby tenders to Fern Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Fortive Corporation, a Delaware corporation, upon the terms and subject to the conditions set forth in the offer to purchase, dated September 20, 2017 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), receipt of which is hereby acknowledged, the number of shares of common stock, par value $0.10 per share (the “Shares”), of Landauer, Inc., a Delaware corporation, specified below, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Participants should notify the Paying Agent prior to covering through the submission of a physical security directly to the Paying Agent based on a guaranteed delivery that was submitted via DTC’s ATOP (Automated Tender Offer Program) platform.

 

Number of Shares and Certificate No(s)

(if available)

 

 
Check here if Shares will be tendered by book entry transfer.
Name of Tendering Institution:  

 
DTC Account Number:  

 
Dated:                     , 2017  
 

Name(s) of Record Holder(s):

 

 

(Please type or print)

 
Address(es):     
 

 
 

(zip code)

 
Area Code and Tel. No     
 

(Daytime telephone number)

 
Signature(s):     

 

 

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GUARANTEE

(Not to be used for signature guarantee)

 

The undersigned, an Eligible Institution (defined in Section 3 of the Offer to Purchase), hereby (i) represents that the tender of Shares effected hereby complies with Rule 14e-4 under the Securities Exchange Act of 1934, as amended and (ii) guarantees delivery to the Paying Agent, at one of its addresses set forth above, of certificates representing the Shares tendered hereby, in proper form for transfer, or a confirmation of a book-entry transfer of such Shares into the Paying Agent’s account at DTC (pursuant to the procedures set forth in Section 3 of the Offer to Purchase), in either case together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or, in the case of a book-entry transfer, an Agent’s Message (defined in Section 3 of the Offer to Purchase), together with any other documents required by the Letter of Transmittal, all within two (2) NYSE (as defined in the Offer to Purchase) trading days after the date hereof.

 
Name of Firm:  

 
   
Address:  

 
    (Zip Code)
   
Area Code and Tel. No.:  

 
(Authorized Signature)
   
Name:  

 
(Please type or print)
   
Title:  

 
   
Date:  

 

 

 

NOTE: DO NOT SEND CERTIFICATES REPRESENTING TENDERED SHARES WITH THIS NOTICE. CERTIFICATES REPRESENTING TENDERED SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

 

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