EXHIBIT 99.9

 

IMPORTANT TAX INFORMATION

 

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, YOU ARE HEREBY NOTIFIED THAT: (A) ANY FEDERAL TAX ADVICE CONTAINED HEREIN IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER THE INTERNAL REVENUE CODE; (B) THE ADVICE IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTION OR THE MATTERS ADDRESSED HEREIN; AND (C) THE TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCE FROM AN INDEPENDENT TAX ADVISOR.

 

This tax information is provided in connection with the Cadus Corporation (“Cadus Corporation”) prospectus, dated __________, 2014 (the “Prospectus”).

 

Under the United States federal income tax laws, dividend payments that may be made by Cadus Corporation on shares of its common stock, par value $0.01 (the “Common Stock”), issued upon the exercise of non-transferable subscription rights (the “Rights”) may be subject to backup withholding. Generally such payments will be subject to backup withholding unless the holder (i) is exempt from backup withholding or (ii) furnishes the payer with its correct taxpayer identification number (“TIN”) and certifies under penalties of perjury that the number provided is correct and provides certain other certifications. Each holder that exercises Rights and wants to avoid backup withholding must, unless an exemption applies, provide the subscription agent, as Cadus Corporation' agent in respect of exercised Rights (the “requester”), with such holder's correct TIN (or with a certification that such holder is awaiting a TIN) and certain other certifications by completing Substitute Form W-9 below.

 

Certain holders (including, among others, corporations and certain foreign individuals) are exempt from these backup withholding and reporting requirements. In general, in order for a foreign holder to qualify as an exempt recipient, that holder must submit a properly completed Form W-8, Certificate of Foreign Status (instead of a Substitute Form W-9), signed under the penalties of perjury, attesting to that holder's foreign status. Such Form W-8 may be obtained from the subscription agent. Although a foreign holder may be exempt from backup withholding, payments of dividends may be subject to withholding tax, currently at a 30% rate (or, if certain tax treaties apply such applicable lower rate). Exempt U.S. holders should indicate their exempt status on Substitute Form W-9 to avoid possible erroneous backup withholding. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. Holders are urged to consult their tax advisers to determine whether they are exempt from withholding and reporting requirements.

 

If backup withholding applies, Cadus Corporation or the subscription agent, as the case may be, will be required to withhold (currently at a 28% rate) on any dividend payments made to a holder that exercises Rights. Backup withholding is not an additional tax. Rather, the amount of backup withholding can be credited against the U.S. federal income tax liability of the holder subject to backup withholding, provided that the required information is provided to the IRS. If withholding results in an overpayment of taxes, a refund may be obtained.

 

A holder that exercises Rights is required to give the subscription agent the TIN of the record owner of the Rights. If such record owner is an individual, the taxpayer identification number is the taxpayer's social security number. For most other entities, the TIN is the employer identification number. If the Rights are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidelines on which number to report. If the subscription agent is not provided with the correct TIN in connection with such payments, the holder may be subject to a penalty imposed by the IRS.

 

If you do not have a TIN, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for instructions on applying for a TIN, write “Applied For” in the space for the TIN in Part 1 of the Substitute Form W-9 and sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number set forth herein. If you do not provide your TIN to the subscription agent within 60 days, backup withholding will begin and continue until you furnish your TIN to the subscription agent. Note: Writing “Applied For” on the form means that you have already applied for a TIN or that you intend to apply for one in the near future.

 

 

REQUESTER'S NAME:

Give Form to the Requester. Do NOT send to the IRS.

 

Name

 

Business name, if different from above.

 

Check appropriate box:

¨ Individual/Sole      Proprietor

¨ Corporation

¨ Partnership

¨ Other

 

Address (number, street, and apt. or suite no.)

 

City, State, and ZIP code

 

Part I—TAXPAYER IDENTIFICATION Social Security Number

 

SUBSTITUTE		NUMBER (TIN).
Form W-9 Department of the Treasury Internal Revenue Service   Payer’s Request for Taxpayer Identification Number		Enter your TIN in the appropriate box. For most individuals, this is your social security number (SSN). For most other entities, it is your employer identification number (EIN). CERTIFY BY SIGNING AND DATING BELOW. ___________________________ ___________________________		_______________________ _______________________   Employer identification number (If awaiting TIN, write “Applied For”) ______________________ ______________________
		Note: If the account is in more than one name, see the chart in the enclosed Guidelines to determine what number to give.   Part II—If you are exempt from backup withholding, see the enclosed guidelines, complete as instructed therein and enter your exempt payee code here: ________________. If you are exempt from reporting under FATCA, see the enclosed guidelines and enter your exemption from FATCA reporting code here: ________________.   Part III—Certification   Under penalties of perjury, I certify that: (1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me);

 

 

		(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding; or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends; or (c) the IRS has notified me that I am no longer subject to backup withholding;   (3) I am a U.S. citizen or other U.S. person (defined in the instructions); and   (4) the FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.   CERTIFICATION INSTRUCTIONS—You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because you have failed to report all interest and dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2).
	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.   SIGNATURE ____________________ DATE ________________

 

 

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE “APPLIED FOR” IN

 

PART I OF THE SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

 

I certify under the penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the subscription agent, 28% of all reportable payments made to me will be withheld, but will be refunded to me if I provide a certified taxpayer identification number within 60 days.

 

SIGNATURE _____________________________________ DATE __________________

 

NOTE:

FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS OF DIVIDENDS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.

 

 

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

 

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, YOU ARE HEREBY NOTIFIED THAT: (A) ANY FEDERAL TAX ADVICE CONTAINED HEREIN IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER THE INTERNAL REVENUE CODE; (B) THE ADVICE IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTION OR THE MATTERS ADDRESSED HEREIN; AND (C) THE TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

 

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.—Social Security numbers have nine digits separated by two hyphens, e.g., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen, e.g., 00-0000000. The table below will help determine the number to give the payer.

 

For this type of account:			Give the name* and Social Security number of—
For this type of account:			Give the name* and SOCIAL SECURITY number of—
1.	An individual's account		The individual
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor(2)
4.	a. A revocable savings trust account (in which grantor is also trustee)   b. Any "trust" account that is not a legal or valid trust under state law		The grantor-trustee(1)     The actual owner(1)
5.	Sole proprietorship or single-owner LLC account		The owner(3)
6.	A valid trust, estate, or pension trust		The legal entity (do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title)(4)
7.	Corporate (or LLC electing corporate status of Form 8832) account		The corporation
8.	Religious, charitable, or educational organization account		The organization
9.	Partnership account held in the name of the business		The partnership
10.	Association, club, or other tax-exempt organization		The organization
11.	A broker or registered nominee		The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments		The public entity

 

 

*

If you are an individual, you must generally enter the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

 

(1)

List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished.

 

(2)

Circle the minor's name and furnish the minor's social security number.

 

(3)

Show the individual name of the owner. If the owner does not have an employer identification number, furnish the owner's social security number.

 

(4)

List first and circle the name of the legal trust, estate or pension trust.

 

NOTE:

If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

 

 

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

PAGE 2

 

OBTAINING A NUMBER

 

If you do not have a taxpayer identification number (or “TIN”) or you do not know your number, obtain form SS-5, Application for a Social Security Number Card (for resident individuals), Form SS-4, Application for Employer Identification Number (for businesses and all other entities), Form W-7 for International Taxpayer Identification Number (for alien individuals required to file U.S. tax returns). You may obtain Form SS-5 from your local Social Security Administration Office and Forms SS-4 and W-7 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS's Internet Web Site at www.irs.gov.

 

To complete the Substitute Form W-9, if you do not have a taxpayer identification number, write “Applied For” in the space for the taxpayer identification number in Part 1, sign and date the Form, and give it to the requester. Generally, you will then have 60 days to obtain a taxpayer identification number and furnish it to the requester. If the payer does not receive your TIN within 60 days, backup withholding, if applicable, will begin and will continue until you furnish your TIN to the payer. Note: Writing “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

 

PAYEES EXEMPT FROM BACKUP WITHHOLDING

 

Payees specifically exempted from backup withholding on ALL payments include the following:*

 

o

An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

 

o

The United States or any agency or instrumentality thereof.

 

o

A State, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality thereof.

 

o

A foreign government or a political subdivision, agency or instrumentality thereof.

 

o

An international organization or any agency or instrumentality thereof.

 

Payees that may be exempt from backup withholding include the following:

 

o

A corporation;

 

o

A foreign central bank of issue;

 

o

A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States;

 

o

A futures commission merchant registered with the Commodity Futures Trading Commission;

 

o

A real estate investment trust;

 

o

An entity registered at all times during the tax year under the Investment Company Act of 1940;

 

o

A common trust fund operated by a bank under section 584(a);

 

 

o

A financial institution;

 

o

A middleman known in the investment community as a nominee or custodian; or

 

o

A trust exempt from tax under section 664 or described in section 4947.

 

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

 

o

Payments to nonresident aliens subject to withholding under section 1441.

 

o

Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident alien partner.

 

o

Payments of patronage dividends not paid in money.

 

o

Payments made by certain foreign organizations.

 

o

Section 404(k) distributions made by an ESOP.

 

Payments of interest not generally subject to backup withholding include the following:

 

o

Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if (i) this interest is $600 or more, (ii) the interest is paid in the course of the payer's trade or business and (iii) you have not provided your correct taxpayer identification number to the payer.

 

o

Payments of tax-exempt interest (including exempt-interest dividends under section 852).

 

o

Payments described in section 6049(b)(5) to non-resident aliens.

 

o

Payments on tax-free covenant bonds under section 1451.

 

o

Payments made by certain foreign organizations.

 

o

Mortgage or student loan interest paid to you.

 

*

Unless otherwise noted herein, all references below to section numbers or to regulations are references to the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder.

 

 

EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE A SUBSTITUTE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. THE FOLLOWING CODES IDENTIFY PAYEES THAT ARE EXEMPT FROM BACKUP WITHHOLDING: 1—AN ORGANIZATION EXEMPT FROM TAX UNDER SECTION 501(A), ANY IRA, OR A CUSTODIAL ACCOUNT UNDER SECTION 403(B)(7) IF THE ACCOUNT SATISFIES THE REQUIREMENTS OF SECTION 401(F)(2) 2—THE UNITED STATES OR ANY OF ITS AGENCIES OR INSTRUMENTALITIES 3—A STATE, THE DISTRICT OF COLUMBIA, A POSSESSION OF THE UNITED STATES, OR ANY OF THEIR POLITICAL SUBDIVISIONS OR INSTRUMENTALITIES 4—A FOREIGN GOVERNMENT OR ANY OF ITS POLITICAL SUBDIVISIONS, AGENCIES, OR INSTRUMENTALITIES 5—A CORPORATION 6—A DEALER IN SECURITIES OR COMMODITIES REQUIRED TO REGISTER IN THE UNITED STATES, THE DISTRICT OF COLUMBIA, OR A POSSESSION OF THE UNITED STATES 7—A FUTURES COMMISSION MERCHANT REGISTERED WITH THE COMMODITY FUTURES TRADING COMMISSION 8—A REAL ESTATE INVESTMENT TRUST 9—AN ENTITY REGISTERED AT ALL TIMES DURING THE TAX YEAR UNDER THE INVESTMENT COMPANY ACT OF 1940 10—A COMMON TRUST FUND OPERATED BY A BANK UNDER SECTION 584(A) 11—A FINANCIAL INSTITUTION 12—A MIDDLEMAN KNOWN IN THE INVESTMENT COMMUNITY AS A NOMINEE OR CUSTODIAN 13—A TRUST EXEMPT FROM TAX UNDER SECTION 664 OR DESCRIBED IN SECTION 4947. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART 2 AND FURNISH THE EXEMPTION CODE THAT MAY APPLY TO YOU, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

 

Certain payments other than interest, dividends and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N and their regulations.

 

PAYEES EXEMPT FROM FATCA REPORTING

 

The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B—The United States or any of its agencies or instrumentalities C—A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Reg. section 1.1472-1(c)(1)(i) E—A corporation that is a member of the same expanded affiliated group as a corporation described in Reg. section 1.1472-1(c)(1)(i) F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state G—A real estate investment trust H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I—A common trust fund as defined in section 584(a) J—A bank as defined in section 581 K—A broker L—A trust exempt from tax under section 664 or described in section 4947(a)(1) M—A tax exempt trust under a section 403(b) plan or section 457(g) plan.

 

PRIVACY ACT NOTICES. Section 6109 requires you to give your correct TIN to persons who must file information returns with the IRS to report interest, dividends and certain other payments. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS also may provide this information to the Department of Justice for civil and criminal litigation, and to cities, states and the District of Columbia to carry out their tax laws.

 

YOU MUST PROVIDE YOUR TIN TO THE PAYER WHETHER OR NOT YOU ARE REQUIRED TO FILE A TAX RETURN. Payers must generally withhold 28% of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties also may apply.

 

 

PENALTIES

 

(1)

PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

 

(2)

CIVIL PENALTY FOR FALSE STATEMENTS WITH RESPECT TO WITHHOLDING.—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

 

(3)

CRIMINAL PENALTY FOR FALSIFYING INFORMATION.—If you willfully falsify certifications or affirmations, you are subject to criminal penalties including fines and/or imprisonment.

 

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.