-----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, L4NF6VvrV6a5BGzDNa7oGWkg3908MjL4e6xeGZQq3g9qr1siNn8a51cmI5fsBPVJ hxxemP+LWXTzjQDzHrh2ug== 0001021408-01-501798.txt : 20010611 0001021408-01-501798.hdr.sgml : 20010611 ACCESSION NUMBER: 0001021408-01-501798 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010608 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: 1657071 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. 2) 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. 2 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)(11) IVAX Presentation dated June 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. 2 to the Schedule TO is true, complete and correct. IVAX Corporation June 8, 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. 2 to the Schedule TO is true, complete and correct. IVAX Holdings C.I. June 8, 2001 By: /s/ Neil Flanzraich --------------------------------- Neil Flanzraich President 4 Exhibit Index Exhibit No. Description - ----------- ----------- 99.(A)(11) IVAX Presentation dated June 2001 EX-99.(A)(11) 2 dex99a11.txt IVAX PRESENTATION Exhibit 99(a)(11) IVAX Tender Offer for Laboratorio Chile Shares ________________________________________________ June 2001 Introduction . IVAX has presented an all cash tender offer to all shareholders of Laboratorio Chile S.A. . IVAX believes its offer is an excellent opportunity for shareholders, employees and the people of Chile . Portfolio, LabChile's largest shareholder has agreed to tender all of its shares to the offer. . We hope shareholders shall vote for the elimination of the 49.9% concentration limit and tender their shares to the offer IVAX CORPORATION . IVAX, headquartered in Miami, Florida, is engaged in the research, development, manufacture, and marketing of branded and brand equivalent pharmaceuticals throughout the world . Traded on AMEX (IVX) . Approximately 5,800 employees worldwide in 30 countries . Market cap = US$ 7.6 billion . Consolidated 2000 net revenues = US$ 793 million Worldwide operations [Graphic omitted.] IVAX' Business Focus Branded and brand equivalent pharmaceutical products with emphasis on: . Proprietary asthma products and pipeline -i.e. Easi-Breathe(R), Patented MDPI . Important brand equivalent products and pipeline -i.e. Paclitaxel, Clozapine . Proprietary pipeline IVAX Summary . IVAX is a strong, growing international pharmaceutical company . Over $900 million in cash and cash equivalents . Experienced and dedicated management teams and employees . Compliant with local laws and regulations; good corporate citizen Summary: tender offer terms . Open to all shareholders of Laboratorio Chile . Tender for 100% of outstanding shares . Purchase price of US$ 1.25 per share payable in cash, in Ch$ at the "Observado" exchange rate for the expiration date . Offer subject, among other conditions, to: -the amendment of the bylaws to eliminate the 49.9% ownership restriction -the receipt, by the day of the shareholders meeting, of tenders accounting for at least 67% of the total outstanding shares (211,720,000 shares) . Transaction will be settled off-Stock Exchange Bid vs. historic LabChile price IVAX Offer: Ch$ 763* [Graphic omitted.] Reference LabChile % Premium Price --------------------------------- 1Q2001 Avg Ch$ 553.84 37.8% 2000 Close 528.00 44.5% 2000 Avg 520.94 46.5% * Considering "Observado" rate as of May 31, 2001 of Ch$ 610.53 per US$ Transaction Timetable [Transaction Timetable appears here] .May 21: Press Release .May 31: Launch of the Offer .June 22: Shareholders Meeting .June 29: Expiration Date .July 2: Offer result announcement, acceptance for payment ("Aviso de Resultado") .July 5: Settlement Conclusion . IVAX offers all shareholders the opportunity to realize a substantial premium, as demonstrated in previous slides, for all of their Laboratorio Chile shares . In order for the transaction to succeed, shareholders must vote FOR the elimination of the 49.9% ownership restricition limit and tender their shares before the shareholders meeting by submiting the Form of Acceptance to Deutsche Securities C.B. IVAX -----END PRIVACY-ENHANCED MESSAGE-----