-----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, AH8EMcD+bkarjgfpzsyp9Pl2eBBou2qfd4/ZdiRV10uAiKpHe/CniS1RyLJeImC6 f4gzLWLgWXQqiL/i2pAliQ== 0001021408-01-502509.txt : 20010625 0001021408-01-502509.hdr.sgml : 20010625 ACCESSION NUMBER: 0001021408-01-502509 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010622 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: 1666017 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. 5 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. 5) 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. 5 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)(15) Press Release, dated June 21, 2001, issued by IVAX Corporation (a)(16) Press Release, dated June 22, 2001, issued by IVAX Corporation 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. 5 to the Schedule TO is true, complete and correct. IVAX Corporation June 22, 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. 5 to the Schedule TO is true, complete and correct. IVAX Holdings C.I. June 22, 2001 By: /s/ Neil Flanzraich --------------------------------- Neil Flanzraich President 4 Exhibit Index Exhibit No. Description - ----------- ----------- 99.(A)(15) Press Release, dated June 21, 2001, issued by IVAX Corporation 99.(A)(16) Press Release, dated June 22, 2001, issued by IVAX Corporation EX-99.(A)(15) 2 dex99a15.txt PRESS RELEASE Exhibit 99(a)(15) Press Release IVAX REPORTS PROGRESS IN TENDER OFFER FOR LABORATORIO CHILE S.A.; DUE DILIGENCE CONDITION SATISFIED; OTHER CONDITIONS REMAIN, INCLUDING 67% OF SHARES MUST BE TENDERED BEFORE SHAREHOLDERS MEETING TOMORROW MIAMI--June 21, 2001-- IVAX (AMEX:IVX- news) said today progress has been made on its pending tender offer in the United States (the "U.S. Offer") and the pending tender offer in Chile (the "Chilean Offer") for all of the outstanding shares and American Depositary Shares (ADSs) of Laboratorio Chile S.A. IVAX announced that it had completed its due diligence review of Laboratorio Chile, and as a result of such review, the due diligence condition set forth in Section 15(d) of the U.S. Offer to Purchase and Section 7 (b)4 of the Chilean prospectus has been satisfied. IVAX cautions that other important conditions to the offer remain, including that at least 67% of the outstanding Shares (including Shares represented by the ADSs) shall have been tendered into the offer before the Company's Shareholders Meeting, which has been scheduled for 4:00 PM, 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. Except for the due diligence condition, which has been satisfied, the terms and conditions of IVAX' U.S. Offer and concurrent Chilean Offer remain in effect and unmodified. IVAX Corporation, headquartered in Miami, Florida, is engaged in the research, development, manufacturing, and marketing of branded and brand equivalent pharmaceuticals and veterinary and diagnostic products in the U.S. and international markets. Except for the historical matters contained herein, statements in this press release are forward-looking. Investors are cautioned that forward-looking statements involve risks and uncertainties that may affect IVAX' business and prospects, including the risks that the remaining conditions for the successful completion of the tender offer for Laboratorio Chile may not be satisfied; that upon completion of the tender offer IVAX may not be able to integrate the operations of Laboratorio Chile without significant capital expenditures or other costs; that IVAX may not realize the anticipated benefits of the acquisition of Laboratorio Chile; that if the tender offer is completed that risks will arise from the operation of Laboratorio Chile; and other factors discussed in the Company's Annual Report on form 10K and other filings with the Securities and Exchange Commission. CONTACT: IVAX Corporation, Miami Investor Relations Tabitha H. Licea, 305/575-6043 www.ivax.com EX-99.(A)(16) 3 dex99a16.txt PRESS RELEASE DATED JUNE 22 Exhibit 99(a)(16) Press Release As of 12:00 Noon Today, More Than 75% of Shares of Laboratorio Chile Tendered Into IVAX Offers MIAMI--(BUSINESS WIRE)--June 22, 2001--IVAX Corporation (AMEX:IVX - news) said --- ---- that as of 12:00 noon today more than 75% of the shares, including shares represented by American Depositary Shares of Laboratorio Chile S.A. had been tendered into its pending tender offers in the United States and in Chile. This exceeds the 67% required to be tendered prior to the shareholders meeting, scheduled to take place at 4:00 PM today. Both tender offers will expire at 12:00 midnight on Friday, June 29. IVAX Corporation, headquartered in Miami, Florida, is engaged in the research, development, manufacturing, and marketing of branded and brand equivalent pharmaceuticals and veterinary and diagnostic products in the U.S. and international markets. Except for the historical matters contained herein, statements in this press release are forward-looking. Investors are cautioned that forward-looking statements involve risks and uncertainties that may affect IVAX' business and prospects, including the risks that the shares may be withdrawn prior to the expiration date; that the remaining conditions for the successful completion of the tender offer for Laboratorio Chile may not be satisfied; that upon completion of the tender offer IVAX may not be able to integrate the operations of Laboratorio Chile without significant capital expenditures or other costs; that IVAX may not realize the anticipated benefits of the acquisition of Laboratorio Chile; that if the tender offer is completed that risks will arise from the operation of Laboratorio Chile; and other factors discussed in the Company's Annual Report on form 10K and other filings with the Securities and Exchange Commission. - --------------- Contact: IVAX Corporation, Miami Tabitha Licea, 305/575-6043 www.ivax.com ------------ -----END PRIVACY-ENHANCED MESSAGE-----