EXHIBIT
(a)(1)(C)
NOTICE OF
GUARANTEED DELIVERY
For Tender of Shares of Common
Stock
of
BANKRATE,
INC.
at
$28.50 NET PER SHARE
Pursuant to the Offer to Purchase
by
BEN
MERGER SUB, INC.
a wholly-owned subsidiary of
BEN
HOLDINGS, INC.
THE OFFER AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 24,
2009, UNLESS THE TENDER OFFER IS EXTENDED.
This Notice of Guaranteed Delivery, or one substantially in the
form hereof, must be used to accept the Offer (defined below) if
(i) certificates representing shares of common stock, par
value $0.01 per share (the “Shares”), of Bankrate,
Inc., a Florida corporation, are not immediately available,
(ii) the procedure for book-entry transfer cannot be
completed on a timely basis or (iii) time will not permit
all required documents to reach Computershare, Inc. (the
“Depositary”) prior to the expiration of the Offer.
This Notice of Guaranteed Delivery may be delivered by telegram,
facsimile transmission or mail to the Depositary. See
Section II. 3 of the Offer to Purchase.
The
Depositary for the Tender Offer is:
Computershare
Trust Company, N.A.
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By Registered or Certified Mail:
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By Facsimile Transmission:
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By Overnight Courier:
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Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
P.O. Box 43011
Providence, RI
02940-3011
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For Eligible Institutions Only:
(617)360-6810
For Confirmation Only Telephone:
(781) 575-2332
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Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
Suite V
250 Royall Street
Canton, MA 02021
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE TRANSMISSION, 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 that completes this form must
communicate the guarantee to the Depositary and must deliver the
Letter of Transmittal or an Agent’s Message (as defined in
the Offer to Purchase) and certificates for Shares to the
Depositary 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 BEN Merger Sub, Inc., a
Florida corporation and a wholly owned subsidiary of BEN
Holdings, Inc., a Delaware corporation, upon the terms and
subject to the conditions set forth in the offer to purchase,
dated July 28, 2009 (the “Offer to Purchase”),
and the related Letter of Transmittal (such offer, the
“Offer”), receipt of which is hereby acknowledged, the
number of shares of common stock, par value $0.01 per share (the
“Shares”), of Bankrate, Inc., a Florida corporation,
specified below, pursuant to the guaranteed delivery procedure
set forth in Section II. 3 of the Offer to Purchase.
Number of Shares and Certificate No(s) (if available)
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Check here if Shares will be tendered by book entry transfer.
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Dated:
,
200
Name(s) of Record Holder(s):
(Please Type or Print)
(Zip Code)
(Daytime Telephone
Number)
2
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, an Eligible Institution (defined in
Section II. 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 Depositary, 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
Depositary’s account at DTC (pursuant to the procedures set
forth in Section II. 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 II. 2 of the Offer to Purchase), together with any
other documents required by the Letter of Transmittal, all
within three Nasdaq Global Select Market trading days after the
date hereof.
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(Authorized Signature)
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Address:
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Name:
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(Please Type or Print)
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Title:
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(Zip Code)
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Area Code and Tel.
No.:
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Date:
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| NOTE: |
DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE.
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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