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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/04/13 VWR International, LLC S-4 141:20M Donnelley … Solutions/FA VWR Funding, Inc. VWR, Inc. VWR Management Services, LLC Anachemia Chemicals, LLC Amresco, LLC Anachemia Mining, LLC Sovereign Scientific, LLC BioExpress, LLC |
Document/Exhibit Description Pages Size 1: S-4 Registration of Securities Issued in a HTML 2.60M Business-Combination Transaction 2: EX-3.1(B) Articles of Incorporation/Organization or Bylaws HTML 42K 3: EX-3.1(C) Articles of Incorporation/Organization or Bylaws HTML 104K 4: EX-3.1(G) Articles of Incorporation/Organization or Bylaws HTML 58K 5: EX-3.1(H) Articles of Incorporation/Organization or Bylaws HTML 53K 6: EX-3.1(I) Articles of Incorporation/Organization or Bylaws HTML 55K 7: EX-3.2(C) Articles of Incorporation/Organization or Bylaws HTML 63K 8: EX-3.2(D) Articles of Incorporation/Organization or Bylaws HTML 63K 9: EX-3.2(I) Articles of Incorporation/Organization or Bylaws HTML 63K 10: EX-3.2(J) Articles of Incorporation/Organization or Bylaws HTML 55K 11: EX-3.2(K) Articles of Incorporation/Organization or Bylaws HTML 73K 12: EX-4.2(C) Instrument Defining the Rights of Security Holders HTML 68K 13: EX-5.1 Opinion of Counsel re: Legality HTML 55K 14: EX-5.2 Opinion of Counsel re: Legality HTML 62K 15: EX-5.3 Opinion of Counsel re: Legality HTML 50K 16: EX-5.4 Opinion of Counsel re: Legality HTML 56K 18: EX-21.1 Subsidiaries List HTML 59K 19: EX-23.5 Consent of Experts or Counsel HTML 41K 20: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1 HTML 133K or T-2 21: EX-99.1 Miscellaneous Exhibit HTML 146K 22: EX-99.2 Miscellaneous Exhibit HTML 48K 23: EX-99.3 Miscellaneous Exhibit HTML 52K 24: EX-99.4 Miscellaneous Exhibit HTML 62K 17: EX-12.1 Statement re: Computation of Ratios HTML 56K 99: R1 Document and Entity Information HTML 55K 77: R2 Consolidated Balance Sheets HTML 152K 94: R3 Consolidated Balance Sheets (Parenthetical) HTML 56K 103: R4 Consolidated Statements of Operations HTML 88K 129: R5 Consolidated Statements of Comprehensive Income or HTML 97K Loss 80: R6 Consolidated Statements of Stockholders' Equity HTML 78K 93: R7 Consolidated Statements of Cash Flows HTML 180K 71: R8 Background and Nature of Operations HTML 48K 60: R9 Summary of Significant Accounting Policies HTML 79K 131: R10 New Accounting Standards HTML 50K 105: R11 Goodwill and Other Intangible Assets, net HTML 117K 104: R12 Acquisitions HTML 67K 111: R13 Impairments of Goodwill and Intangible Assets HTML 51K 112: R14 Property and Equipment HTML 57K 109: R15 Accrued Expenses HTML 54K 113: R16 Debt HTML 124K 95: R17 Income Taxes HTML 128K 100: R18 Benefit Programs HTML 193K 107: R19 Share-Based Compensation HTML 68K 140: R20 Financial Instruments and Fair Value Measurements HTML 142K 122: R21 Comprehensive Income or Loss HTML 76K 87: R22 Commitments and Contingencies HTML 71K 106: R23 Transactions with Related Parties HTML 49K 90: R24 Segment Financial Information HTML 101K 50: R25 Quarterly Financial Information HTML 71K 123: R26 Condensed Consolidating Financial Information HTML 429K 136: R27 Valuation and Qualifying Accounts HTML 63K 65: R28 Summary of Significant Accounting Policies HTML 168K (Policies) 64: R29 Summary of Significant Accounting Policies HTML 55K (Tables) 69: R30 Goodwill and Other Intangible Assets, net (Tables) HTML 124K 70: R31 Acquisitions (Tables) HTML 48K 72: R32 Property and Equipment (Tables) HTML 58K 39: R33 Accrued Expenses (Tables) HTML 51K 120: R34 Debt (Tables) HTML 86K 84: R35 Income Taxes (Tables) HTML 127K 88: R36 Benefit Programs (Tables) HTML 201K 55: R37 Share-Based Compensation (Tables) HTML 47K 139: R38 Financial Instruments and Fair Value Measurements HTML 137K (Tables) 31: R39 Comprehensive Income or Loss (Tables) HTML 75K 74: R40 Commitments and Contingencies (Tables) HTML 58K 127: R41 Segment Financial Information (Tables) HTML 97K 52: R42 Quarterly Financial Information (Tables) HTML 68K 63: R43 Condensed Consolidating Financial Information HTML 434K (Tables) 68: R44 Background and Nature of Operations - 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HTML 182K Condensed Consolidating Balance Sheet (Detail) 37: R104 Condensed Consolidating Financial Information - HTML 130K Condensed Consolidating Statement of Operations (Detail) 126: R105 Condensed Consolidating Financial Information - HTML 56K Condensed Consolidating Statement of Operations (Parenthetical) (Detail) 134: R106 Condensed Consolidation Financial Information - HTML 136K Condensed Consolidating Statement of Comprehensive Income or Loss (Detail) 128: R107 Condensed Consolidating Financial Information - HTML 129K Condensed Consolidating Statement of Cash Flows (Detail) 92: R108 Schedule II - Valuation and Qualifying Accounts HTML 56K (Detail) 137: XML IDEA XML File -- Filing Summary XML 207K 62: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 3.14M 25: EX-101.INS XBRL Instance -- vwr-20121231 XML 4.51M 27: EX-101.CAL XBRL Calculations -- vwr-20121231_cal XML 388K 28: EX-101.DEF XBRL Definitions -- vwr-20121231_def XML 1.71M 29: EX-101.LAB XBRL Labels -- vwr-20121231_lab XML 2.25M 30: EX-101.PRE XBRL Presentations -- vwr-20121231_pre XML 1.94M 26: EX-101.SCH XBRL Schema -- vwr-20121231 XSD 380K 85: ZIP XBRL Zipped Folder -- 0001193125-13-142282-xbrl Zip 357K
EX-99.2 |
Exhibit 99.2
OFFER TO EXCHANGE
Up to $750,000,000 aggregate principal amount of 7.25% Senior Notes due 2017
for
a like aggregate principal amount of 7.25% Senior Notes due 2017, which have been registered under the Securities Act of 1933, as amended
of
VWR FUNDING, INC.
To DTC Participants, including Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees:
Enclosed for your consideration are a prospectus, dated , 2013 (as it may be amended or supplemented from time to time, the “Prospectus”), and a letter of transmittal (the “Letter of Transmittal”), which together constitute the offer to exchange (the “Exchange Offer”) up to $750,000,000 aggregate principal amount of outstanding 7.25% Senior Notes due 2017 of VWR Funding, Inc. (the “Issuer”) (together with the guarantees thereof, the “Old Notes”), for a like aggregate principal amount of 7.25% Senior Notes due 2017, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), of VWR Funding, Inc. (together with the guarantees thereof, the “Exchange Notes”).
The terms of the Exchange Notes are identical in all material respects (including, but not limited to, principal amount, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes (i) will be freely tradable in the United States by persons not affiliated with the Issuer or any guarantor of the Old Notes, (ii) will not bear legends restricting their transfer and (iii) will not contain the registration rights and additional interest provisions of the Old Notes. The Issuers will accept for exchange all Old Notes validly tendered and not validly withdrawn according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.
WE URGE YOU TO PROMPTLY CONTACT YOUR CLIENTS FOR WHOM YOU HOLD OLD NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE. PLEASE BRING THE EXCHANGE OFFER TO THEIR ATTENTION AS PROMPTLY AS POSSIBLE.
Enclosed are copies of the following documents:
• | The Prospectus; |
• | The Letter of Transmittal for your use in connection with the tender of Old Notes and for the information of your clients, including a Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (providing information relating to U.S. federal income tax backup withholding); |
• | A form of Notice of Guaranteed Delivery; and |
• | A form of letter, including a letter of instructions to a registered holder from a beneficial owner, which you may use to correspond with your clients for whose accounts you hold Old Notes that are registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions regarding the Exchange Offer. |
Your prompt action is requested. Please note that the Exchange Offers will expire at 12:00 midnight, New York City time, on , 2013, or such later date and time to which the Issuer may extend the Exchange Offer (the “Expiration Date”).
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To participate in the Exchange Offers certificates for Old Notes, together with a duly executed and properly completed Letter of Transmittal (or facsimile thereof), or a timely confirmation of a book-entry transfer of such Old Notes into the account of The Law Debenture Trust Company of New York (the “Exchange Agent”), at the book-entry transfer facility, with any required signature guarantees and any other required documents, must be received by the Exchange Agent prior to 12:00 midnight, New York City time, on the Expiration Date as indicated in the Prospectus and the Letter of Transmittal.
The Issuer will not pay any fees or commissions to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of the Old Notes pursuant to the Exchange Offer. However, the Issuer will pay or cause to be paid transfer taxes, if any, applicable to the tender of the Old Notes to them or their order, except as otherwise provided in the Prospectus and Letter of Transmittal.
If holders of the Old Notes wish to tender, but it is impracticable for them to forward their Old Notes prior to 12:00 midnight, New York City time, on the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in “Exchange Offer —Procedures for Tendering Senior Notes” section of the Prospectus.
Any inquiries you may have with respect to the Exchange Offer should be addressed to the Exchange Agent at its address and telephone number set forth in the enclosed Prospectus and Letter of Transmittal. Additional copies of the enclosed materials may be obtained from the Exchange Agent.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE ISSUER OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY CONTAINED THEREIN.
Enclosures
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