-----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, CPu0V1CQGKa4lsOvcX8/r6WoH4ej2NfRHOkj3AOmmt4b6jmjDzb+2wZtNnyLp1qS 5biQBiEm+aZuDCFOSbzW6A== 0001021408-01-502368.txt : 20010621 0001021408-01-502368.hdr.sgml : 20010621 ACCESSION NUMBER: 0001021408-01-502368 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010620 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: 1664414 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.4 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. 4) 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. 4 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)(13) Press Release, dated June 20, 2001, issued by Ivax Corporation (a)(14) English Translation of an advertisement regarding the Public Offer of the Acquisition of Shares and Control of Laboratorio Chile S.A. published on June 20, 2001 in the El Mercurio de Santiago and La Segunda newspapers. 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. 4 to the Schedule TO is true, complete and correct. IVAX Corporation June 20, 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. 4 to the Schedule TO is true, complete and correct. IVAX Holdings C.I. June 20, 2001 By: /s/ Neil Flanzraich --------------------------------- Neil Flanzraich President 4 Exhibit Index Exhibit No. Description - ----------- ----------- 99.(A)(13) Press Release, dated June 20, 2001, issued by Ivax Corporation 99.(A)(14) English Translation of an advertisement regarding the Public Offer of the Acquisition of Shares and Control of Laboratorio Chile S.A. published on June 20, 2001 on the El Mercurio de Santiago and La Segunda newspapers EX-99.(A)(13) 2 dex99a13.txt PRESS RELEASE Press Release Exhibit 99(a)(13) No Competing Bid to IVAX' Tender Offer for Laboratorio Chile S.A. and Expiration Time Changed by Twelve Hours MIAMI--(BUSINESS WIRE)--June 20, 2001--IVAX (AMEX:IVX - news) announced today that the deadline for competing offers in Chile for its tender offer for Laboratorio Chile S.A. expired without any competing offers having been commenced. Unless the expiration date of IVAX' offer is extended, no offers may be made under the new Chilean tender offer law in Chile during the pendency of the current offer. IVAX further said that, the Superintendencia de Valores y Seguros, the Chilean regulatory authority, in an interpretation of the new Chilean tender offer law has requested that the expiration time be changed by twelve hours. IVAX, in compliance with this request, has changed the expiration time of its pending tender offer in the United States (the "U.S. Offer") and the pending tender offer in Chile (the "Chilean Offer") for all outstanding shares of common stock ("Shares") and all outstanding American Depositary Shares ("ADSs") of Laboratorio Chile S.A. (the "Company"). The new expiration time for the U.S. Offer and the Chilean Offer will be 12:00 midnight, New York City time, on Friday, June 29, 2001, rather than 12:00 noon, New York City time, on Friday, June 29, 2001. This change of the expiration time does not affect the deadline for competing offers. The U.S. Offer covers all the Shares held by U.S. holders and ADSs, which is currently approximately 18.7% of the outstanding Company Shares. The Chilean Offer is open to all of the remaining Shares. At the close of business on June 19, 2001, approximately 13,425,200 Shares, have been tendered into the U.S. Offer. This number does not include Shares tendered into the Chilean Offer. The number of Shares tendered to date in the U.S. Offer should not be considered an indication of the success of the Offers as it is typical for shareholders to tender their shares later in the process. Holders of Shares and/or ADSs should be aware that it is a condition to the successful completion of the Offers that at least 67% of the outstanding Shares (including Shares represented by the ADSs) shall have been tendered into the Offers before the Company's Shareholders Meeting, which has been scheduled for June 22, 2001. Therefore, IVAX strongly encourages all holders of Shares and/or ADSs to instruct their bank or broker to tender their Shares and/or ADSs as soon as possible and no later than June 21, 2001. - ------------------------------------------------- Contact: IVAX Corporation, Miami Tabitha H. Licea, 305/575-6043 www.ivax.com EX-99.(A)(14) 3 dex99a14.txt LETTER Exhibit 99(a)(14) 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 an advertisement regarding the Public Offer of the Acquisition of Shares and Control of Laboratorio Chile S.A. published on June 20, 2001 in the El Mercurio de Santiago and La Segunda newspapers 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 Public Offer of the Acquisition of Shares and Control of Laboratorio Chile S.A./*/ For all shares held by you obtain a premium of 40%/**/ over the average closing price during the first quarter of 2001. Requirements for the shareholders meeting to be held on Friday, June 22, 2001: . Receipt of tenders for at least 67% of the outstanding shares . Receipt of 75% of the votes approving the amendments to the bylaws Participate today... Only two days remain. Contact today Deutsche Securities Corredores de Bolsa: Callao 2975 Office 101 or telephone: 800-220-800 * Offer is subject to the terms and conditions contained in the Notice of Public Offer of the Acquisition of Shares and Control of Laboratorio Chile S.A. by IVAX Corporation through its subsidiary Inversiones Glaciar 1 Limitada published May 30, 2001 in the El Mercurio de Santiago and Las Ultimas Noticias newspapers, and modifications to the Notice that have been published in the same newspapers and the Prospectus which has been made available to interested parties in accordance with law. ** The purchase price will be paid in Chilean pesos, calculated at the dolar observado as determined and published by the Central Bank of Chile on the next business day after the expiration date of the offer or the date any extension expires, without any interest or adjustment. For reference purposes only, based on the dolar observado on June 19, 2001 of Ch$619.84 per dollar, the purchase price is equivalent to Ch$774.80. IVAX Deutsche Bank [logo] THERE WILL NOT BE ANY COMPETITIVE OFFERS, THE LEGAL TERM HAS EXPIRED. -----END PRIVACY-ENHANCED MESSAGE-----