APOGENT TECHNOLOGIES INC

election_required = True...purchase price determined by us. There will be no proration of shares tendered by any shareholder owning beneficially fewer than 100 shares who validly tenders all of those shares at or below the purchase price prior to the expiration date and who checks the “Odd Lots” box in the letter of transmittal. See Section 1. After purchasing all shares from the “odd lot” holders, we will purchase shares from all other shareholders who validly tender shares at or below the purchase price determined by us, on a pro rata basis, if necessary, subject to the conditional tender provisions described in Section 6. 7 Table of Contents What do Apogent...

expiry = 2003-05-21...res of Common Stock (Including Associated Preferred Stock Purchase Rights) At a Purchase Price Not Greater Than $17.50 or Less Than $15.00 Per Share The offer, proration period, and withdrawal rights expire at midnight, New York City time, on May 21, 2003, unless the offer is extended. Apogent Technologies Inc. hereby invites you to tender shares of its common stock, par value $0.01 per share, and associated preferred stock purchase rights to Apogent, upon the terms and conditions set forth...

expiry = 2003-05-21...MON STOCK (INCLUDING ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) OF APOGENT TECHNOLOGIES INC. PURSUANT TO THE OFFER TO PURCHASE DATED APRIL 23, 2003 THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, MAY 21, 2003, UNLESS THE OFFER IS EXTENDED. Please read the entire Letter of Transmittal carefully, including the accompanying instructions, before checking any box below. DESCRIPTION OF SHARES TENDERED. (SEE INSTRUCTIONS 3 AND 4.) Name(s) and Address(...

listed = True...refrain from tendering shares, or as to the price or prices at which you may choose to tender your shares. Apogent’s directors and executive officers have advised us that they do not intend to tender any shares in this tender offer. The shares are listed and traded on the New York Stock Exchange (the “NYSE”) under the symbol “AOT.” On April 22, 2003, the last full trading day on the NYSE prior to the commencement of the offer, the closing price per share reported on the NYSE was $15.87. We encourage you to obtain current market quotations for the shares. See Section 9. You may direct questions and requests for assistance, or for additional...

mechanism = DUTCH...the right to purchase an additional number of shares not to exceed 2% of the outstanding shares of Apogent common stock. See Section 1. How is the offer structured? What is the purchase price? We are conducting the offer through a procedure commonly called a “modified Dutch Auction.” • This procedure allows you to select the price, within a price range specified by us, at which you are willing to sell your shares. The price range for the offer is $15.00 to $17.50 per share. • We will select the lowest price that will allow us to purchase 15,000,000 shares or, if a lesser number of shares is validly tendered, all sh...

mechanism = DUTCH...G INSTRUCTIONS CAREFULLY. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED (See Instruction 5.) 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 PRICE DETERMINED BY DUTCH AUCTION ¨ I want to maximize the chance of having Apogent purchase all of the shares I am tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE SELECTION BOXES BELOW, I hereby tender my shares at the Purchase Price resulting from the Dutch Auction tender process. I acknowledge that...

must_tender_all = True...e purchased? Will tendered shares be prorated? If more than 15,000,000 shares are validly tendered and not properly withdrawn at or below the purchase price determined by us, first we will purchase shares from all holders of “odd lots” of less than 100 shares who validly tender all of their shares at or below the purchase price determined by us. There will be no proration of shares tendered by any shareholder owning beneficially fewer than 100 shares who validly tenders all of those shares at or below the purchase price prior to the expiration date and who checks the “Odd Lots” box in the letter of transmittal. See Section 1. Afte...

must_tender_all = True...for purchase subject to Sections 1 and 6 of the Offer to Purchase. Although shareholders who tender only a portion of their shares are permitted to make Conditional Tenders, Conditional Tenders will be selected by lot for reinstatement only from shareholders who tender all of their shares. All tendered shares will be deemed unconditionally tendered unless the “Conditional Tender” box is completed. The Conditional Tender alternative is made available primarily so that a shareholder may assure that the purchase of shares from the shareholder pursuant to the Offer will be treated as a sale of the shares by the shareholder, r...

price = USD 15.0-17.5...ommonly called a “modified Dutch Auction.” • This procedure allows you to select the price, within a price range specified by us, at which you are willing to sell your shares. The price range for the offer is $15.00 to $17.50 per share. • We will select the lowest price that will allow us to purchase 15,000,000 shares or, if a lesser number of shares is validly tendered, all shares that are validly tendered and not properly withdrawn. • All...

threshold = 100...esents approximately 15% of our outstanding 4 Table of Contents common stock. If more than 15,000,000 shares are validly tendered and not properly withdrawn, all shares tendered at or below the purchase price will be purchased on a pro rata basis, except for “odd lots” (lots held by beneficial owners of fewer than 100 shares), which will be purchased on a priority basis, and except for conditional tenders. We also expressly reserve the right to purchase up to an additional 2% of the outstanding shares. See Section 1. The tender offer is not conditioned on any minimum number of shares being tendered. See Section 7. How will I get paid for my shares? If your s...

threshold = 100...ares. ODD LOTS (See Instruction 8.) To be completed ONLY if the 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 an aggregate of fewer than 100 shares, and all of the shares are being tendered; or ¨ is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s) of shares with respect to which it is the record holder, and (b) believes based upon representations made to it by such beneficial owner(s) that each such person is the be...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 3 dex99a1a.htm OFFER TO PURCHASE DATED APRIL 23, 2003 Offer to Purchase dated April 23, 2003 Table of Contents Exhibit (a)(1)(A) APOGENT TECHNOLOGIES INC. Offer to Purchase for Cash Up to 15,000,000 Shares of Common Stock (Including Associated Preferred Stock Purchase Rights) At a Purchase Price Not Greater Than $17.50 or Less Than $15.00 Per Share The offer, proration...

txn_type = TENDER_OFFER...(B) 3 dex99a1b.htm LETTER OF TRANSMITTAL (CORRECTED) Letter of Transmittal (corrected) Exhibit (a)(1)(b) LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK (INCLUDING ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) OF APOGENT TECHNOLOGIES INC. PURSUANT TO THE OFFER TO PURCHASE DATED APRIL 23, 2003 THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, MAY 21, 2003, UNLESS THE OFFER IS EXTENDED. Please read the entire Letter of Transmittal carefully, including the accompanying instructions, before checking any box below. DESCRIPTION OF SHARES TENDERED. (SE...