-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MNCFoxCchf4WHL92iWn+gLVaRK3Ji3c3KQ38Nt7CZGsEpDhfGX7Vis7fQfG4DjWK 78ibxoyUvH60Bll2+yDJdg== 0000931763-01-500807.txt : 20010605 0000931763-01-500807.hdr.sgml : 20010605 ACCESSION NUMBER: 0000931763-01-500807 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010604 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LABORATORY CHILE INC CENTRAL INDEX KEY: 0000925507 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-61571 FILM NUMBER: 1653940 BUSINESS ADDRESS: STREET 1: AVENIDA MARATON NO 1315 CITY: SANTIAGO CHILE STATE: F3 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IVAX CORP /DE CENTRAL INDEX KEY: 0000772197 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 161003559 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 4400 BISCAYNE BLVD CITY: MIAMI STATE: FL ZIP: 33137 BUSINESS PHONE: 3055756000 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD CITY: MIAMI STATE: FL ZIP: 33137 FORMER COMPANY: FORMER CONFORMED NAME: IVAX CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: IVACO INDUSTRIES INC DATE OF NAME CHANGE: 19871213 FORMER COMPANY: FORMER CONFORMED NAME: INLAND VACUUM INDUSTRIES INC DATE OF NAME CHANGE: 19870611 SC TO-T/A 1 dsctota.txt AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Laboratorio Chile S.A. (Name of Subject Company (Issuer)) IVAX Holdings C.I. a wholly-owned subsidiary of IVAX Corporation (Name of Filing Persons (Offerors)) American Depositary Shares (Each Representing 20 Shares of Common Stock) Common Stock, no par value (Titles of Classes of Securities) (50540H104) American Depositary Shares (P6121Q106) Common Stock (CUSIP Numbers of Classes of Securities) Adrienne Fauz Cornejo, Esq. Associate General Counsel IVAX Corporation 4400 Biscayne Boulevard Miami, Florida 33137 (305) 575-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) COPIES TO: Jose Maria Eyzaguirre, Esq. Laurie Green, Esq. Matias de Marchena, Esq. Kara L. MacCullough, Esq. Claro y Cia. Akerman, Senterfitt & Eidson, P.A. Apoquindo 3721 - 13th Floor SunTrust International Center, 28th Floor P.O. Box 1867 One Southeast Third Avenue Postal Code 6760352 Miami, Florida 33131-1714 Santiago Chile (305) 374-5600 (56-2) 367 30 00 CALCULATION OF FILING FEE(1) ================================================================================ TRANSACTION VALUATION AMOUNT OF FILING FEE - -------------------------------------------------------------------------------- $80,233,925 $16,046.79(2) ================================================================================ (1) The filing fee has been calculated pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), based upon U.S. $25.00 per American Depositary Share ("ADS") with respect to 3,209,357 outstanding ADSs as of April 30, 2001. The number of outstanding ADSs is based upon information provided to the bidder by Laboratorio Chile S.A. ("LabChile"). Based upon information provided to the bidder by LabChile, there are no shares of common stock, no par value (the "Shares"), excluding Shares represented by ADSs, held by U.S. holders, as defined in Rule 14d-1(d) under the Exchange Act. Therefore, no fee is being paid with respect to the acquisition of Shares. (2) The filing fee was paid on May 31, 2001, when the Schedule TO was filed. [_] Check box if any part of the fee is offset as provided by Rule 0- 11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number on the Form or Schedule and the date of its filing. Amount Previously Paid: N/A Filing Party: N/A Form or Registration No.: N/A Date Filed: N/A [_] Check the box if the filing relates solely to preliminary communication made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [_] issuer tender offer subject to Rule 13e-4. [_] going-private transaction subject to Rule 13e-3. [_] amendment to Schedule 13D under Rule 13d-2. [_] Check the following box if the filing is a final amendment reporting the results of the tender offer: This Amendment No. 1 to the Tender Offer Statement on Schedule TO, filed initially on May 31, 2001, (the "Schedule TO") relates to an offer by IVAX Holdings C.I. ("Purchaser"), a Cayman Islands company and a wholly-owned subsidiary of IVAX Corporation, a Florida corporation ("IVAX"), to purchase all outstanding American Depositary Shares (the "ADSs") of Laboratorio Chile S.A. ("LabChile") and all shares of common stock, no par value (the "Shares") of LabChile held by U.S. holders within the meaning of Rule 14d-1(d) of the Exchange Act, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase dated May 31, 2001 (the "Offer to Purchase"), and in the related ADS Letter of Transmittal and Form of Acceptance, copies of which are attached to the Schedule TO as Exhibits (a)(1), (a)(2) and (a)(8) (which are collectively referred to as the "U.S. Offer Documents"). Each ADS represents 20 Shares. The Purchaser and IVAX hereby amend and supplement the Schedule TO as follows: 2 ITEM 12. EXHIBITS. (a)(10) English Translation of the Letter to Shareholders of Laboratorio Chile S.A. dated June 2, 2001 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to the Schedule TO is true, complete and correct. IVAX Corporation June 4, 2001 By: /s/ Neil Flanzraich --------------------------------- Neil Flanzraich Vice Chairman and President After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to the Schedule TO is true, complete and correct. IVAX Holdings C.I. June 4, 2001 By: /s/ Neil Flanzraich --------------------------------- Neil Flanzraich President 4 Exhibit Index Exhibit No. Description - ----------- ----------- 99.(A)(10) English translation of the Letter to Shareholders of Laboratorio Chile S.A. dated June 2, 2001 EX-99.(A)(10) 2 dex99a10.txt LETTER TO SHAREHOLDERS Exhibit 99(a)(10) Pursuant to Rule 306 of Regulation S-T, on behalf of IVAX Corporation and the Purchaser, I hereby represent that the following is a fair and accurate English translation of the Letter to Shareholders of Laboratorio Chile S.A. originally written in Spanish. Although IVAX and Purchaser believe the following English translation to be an accurate translation of the original document written in Spanish, the following English translation is qualified in its entirety by reference to the original document written in Spanish. IVAX Corporation By: /s/ Neil Flanzraich ------------------- Neil Flanzraich Vice Chairman and President IVAX Holdings C.I. By: /s/ Neil Flanzraich ------------------- Neil Flanzraich President Santiago, June 2, 2001 Dear Shareholder of Laboratorio Chile S.A.: IVAX CORPORATION ("IVAX"), through its subsidiary in Chile, Inversiones Glaciar I Limitada, has offered you and all the shareholders of Laboratorio Chile S.A. ("Laboratorio Chile" or the "Company"), through the notice of offer published on May 30, 2001, in El Mercurio de Santiago and Las Ultimas Noticias newspapers, to purchase in Chile all the outstanding shares of Laboratorio Chile that are offered for sale, at a price of US$1.25 per share, payable in Chilean Pesos according to the observed US dollar exchange rate published by the Central Bank of Chile, the next business day after the offer's expiration date. Using the observed US dollar exchange rate of May 31, 2001 of Ch$610.53 per US$1 dollar as reference, the equivalent price is Ch$763.16 per share. Simultaneously, IVAX has offered in the United States of America to purchase all Laboratorio Chile's outstanding shares offered for sale by U.S. residents, at a price of US$1.25 per share and all the ADSs of Laboratorio Chile that are offered for sale, at US$25.00 per ADS (considering that 20 shares equal one ADS, the price of both offers is the same). - -------------------------------------------------------------------------------- The price offered in Chile is 44.5% higher than the closing price on December 29, 2000, and 37.8% higher than the average closing price for the first quarter in 2001. - -------------------------------------------------------------------------------- All the shares offered for sale will be purchased. - -------------------------------------------------------------------------------- We need you to APPROVE the by-law amendment of Laboratorio Chile. - -------------------------------------------------------------------------------- In order that our offer or any other that seeks to acquire control of over 49.9% of Laboratorio Chile takes place, and for you to be able to sell your shares at a premium, it is necessary that the Extraordinary Shareholders' Meeting (the "Meeting") to be held on June 22, 2001, APPROVES the amendment of the by-laws to allow, among other things, that any shareholder may own over 49.9% of the voting shares of the Company. This amendment requires a favorable vote of 75% of the shares issued by Laboratorio Chile. NOT VOTING IS EQUIVALENT TO VOTING AGAINST. Also, please bear in mind that it is a condition of our offer that prior to the Meeting, we receive acceptances of the offer representing at least 211,720,000 shares of Laboratorio Chile, equivalent to 67% of the Company's outstanding shares. Therefore, we strongly recommend you to make all the necessary arrangements to accept our offer prior to the Meeting. Remember that you may withdraw your acceptance at any time during the offer period. - -------------------------------------------------------------------------------- Comercial e Inversiones Portfolio Limitada and Inversiones Portfolio S.A., which jointly controlled 27.4% of Laboratorio Chile's outstanding shares in December 2000, have publicly given their approval to the amendment of Laboratorio Chile's by-laws and have agreed to accept IVAX' offer. - -------------------------------------------------------------------------------- IMPORTANT --------- To carry out this transaction and for you to receive the premium offered by IVAX, we need your vote: . The enclosed proxy will allow you to be represented in the Extraordinary Shareholders' Meeting, in which the amendment of the by-laws will be voted. You may personally attend the Meeting or be represented in the Meeting by appointing a third party. To facilitate your representation in the Meeting, you may issue a proxy in favor of Jose Maria Eyzaguirre Baeza, legal advisor to the offerer, who will represent you and vote in favor of the amendment of the by- laws. If you choose not to attend, please fill in the attached proxy and mail it, in the pre-paid envelope provided for this purpose, to Clasificador 4-34, Santiago or you may call 800-220-800. With the goal of you having sufficient information to make a decision regarding the offer, we shall be mailing you a prospectus containing the terms and conditions of the offer and the necessary forms to participate in this offer. If you have any doubt concerning this matter, please contact Deutsche Securities Corredores de Bolsa Limitada, Callao 2975, Oficina 101, Las Condes, Santiago, telephone 800-220-880, or contact your current stockbroker. - -------------------------------------------------------------------------------- REMEMBER THAT YOUR VOTE IS ESSENTIAL IN ORDER TO KEEP THE OFFER GOING. - -------------------------------------------------------------------------------- Sincerely yours, Inversiones Glaciar I Limitada a subsidiary of IVAX CORPORATION - -------------------------------------------------------------------------------- PROXY - POWER OF ATTORNEY - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NOTE: ACCORDING TO ARTICLE 64 OF THE CHILEAN CORPORATIONS REGULATIONS, IN ODER TO MAKE THIS PROXY VALID, THE PLACE, DATE OF GRANTING AND NAME OF THE ATTORNEY MUST BE HANDWRITTEN BY THE SHAREHOLDER. - -------------------------------------------------------------------------------- , , ------------------------ ------------------- ------ Place of granting (city) month day year (must be handwritten by the shareholder who signs below) Mr. Chairman of the Board Laboratorio Chile S.A. As of today I hereby authorize Mr. to represent me with ------------------------ (first name) (last name) the right to speak and vote in every action at the extraordinary shareholders' meeting of Laboratorio Chile S.A. scheduled for June 22, 2001, at 4 p.m., or the one to take place in case the first one does not meet quorum requirements, by defect in the convocation, or due to a suspension called by the Board of Directors or the Superintendencia de Valores y Seguros as stipulated in Article 63, Paragraph 2 of Law 18,046. The attorney above named is expressly authorized to freely delegate this mandate at any time. In the exercise of this mandate, the attorney or the person empowered, may make use at the meeting of every right which I am entitled to as a shareholder, in accordance with Law 18.046, Chilean Corporations Regulations and the Company's by-laws. This proxy will only be considered as revoked by another proxy, dated subsequent to this proxy, which the undersigned grants to a person other than the attorney formerly appointed. I grant this proxy for the total number of shares according to the shareholders' registry five business days prior to the date scheduled for the meeting. x ---------------------- ----------------------- Shareholder's name Shareholder's signature ---------------------------- Shareholder's RUT -----END PRIVACY-ENHANCED MESSAGE-----