-----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, LGfI5URconHR7vW2U7phlq+wm5rZtVar2YmzyfKq0hEggJW51ExZoT6uf26ItqKh 9MdtVkbn6TnIs9m8fPEu2w== 0001021408-01-502981.txt : 20010703 0001021408-01-502981.hdr.sgml : 20010703 ACCESSION NUMBER: 0001021408-01-502981 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010702 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: 1674078 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. 9 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. 9) 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. [X] Check the following box if the filing is a final amendment reporting the results of the tender offer: This Amendment No. 9 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: ITEMS 8 & 11. Items 8 and 11 of the Schedule TO are hereby amended by including the following information: The U.S. Offer and the Chilean Offer expired at 12:00 midnight, New York City time, on Friday June 29, 2001. Approximately 59,229,840 shares, including shares represented by ADSs, were tendered into the U.S. Offer and approximately 252,229,699 shares were tendered into the Chilean Offer. The Purchaser has accepted for purchase and payment all such shares tendered into the U.S. Offer and the Chilean Offer. Additionally, approximately 4,156,000 shares tendered in the U.S. Offer are subject to notices of guaranteed delivery. Assuming all shares subject to guaranteed delivery are received, the Laboratorio Chile shares tendered, including shares represented by ADSs, represent approximately 99.9% of all outstanding shares of Laboratorio Chile common stock. ITEM 12. EXHIBITS Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit: (a)(20) Press Release, dated July 2, 2001, issued by IVAX Corporation 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 9 to the Schedule TO is true, complete and correct. IVAX Corporation July 2, 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. 9 to the Schedule TO is true, complete and correct. IVAX Holdings C.I. July 2, 2001 By: /s/ Neil Flanzraich --------------------------------- Neil Flanzraich President 3 Exhibit Index Exhibit No. Description - ----------- ----------- 99.(A)(20) Press Release, dated July 2, 2001, issued by IVAX Corporation EX-99.(A)(20) 2 dex99a20.txt PRESS RELEASE Press Release Exhibit 99.(A)(20) IVAX ANNOUNCES SUCCESSFUL COMPLETION OF TENDER OFFERS OF LABORATORIO CHILE S.A.; 99.9% ACQUIRED MIAMI - July 2, 2001- IVAX (AMEX:IVX) said today that it has accepted for payment 99.9% of the shares of Laboratorio Chile S.A. (NYSE:LBC), successfully completing its tender offers in the United States (the "U.S. Offer") and in Chile (the "Chilean Offer") for all of the outstanding shares and American Depositary Shares ("ADSs") of Laboratorio Chile. IVAX has accepted for purchase and payment, pursuant to both of its tender offers, all of the shares and ADSs of Laboratorio Chile which were validly tendered as of the expiration of both tender offers at 12:00 midnight, New York City time, on June 29, 2001. "We are enthusiastic about the acquisition of Laboratorio Chile as it is another step in implementing our strategy of emphasis on rapidly growing, less mature, but significant pharmaceutical markets," said Phillip Frost, M.D., CEO and chairman of IVAX. Laboratorio Chile is the largest Chilean pharmaceutical company in revenue terms and is also among the major pharmaceutical companies in Argentina and Peru. Laboratorio Chile manufactures and markets a broad line of more than 900 branded and brand equivalent products in Chile, Argentina and Peru and reported revenues over US$173 million in 2000. Its main products are to treat respiratory and infectious diseases, but it also has strong franchises with cardiovascular, neurological and gynecologic products. IVAX already has companies in Argentina, Mexico, Peru, Uruguay and Venezuela which along with Laboratorio Chile, provide strength in production and marketing so as to create an excellent platform from which to launch IVAX' proprietary and brand equivalent pharmaceutical products as well as products from other companies which may not be so well represented in Latin America. Approximately 59,229,840 shares, including shares represented by ADSs, were tendered into the U.S. Offer and approximately 252,229,699 shares were tendered into the Chilean Offer. Additionally, approximately 4,156,000 shares tendered in the U.S. Offer are subject to notices of guaranteed delivery. Assuming all shares subject to guaranteed delivery are received, the Laboratorio Chile shares tendered, including shares represented by ADSs, represent approximately 99.9% of all outstanding shares of Laboratorio Chile common stock. 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 that 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 risks will arise from the operation of Laboratorio Chile; that the revenues, earnings and profits of Laboratorio Chile may not continue to grow or may decline; that economic instability, political instability, and/or currency fluctuation, and other risks associated with operations in emerging markets may reduce the profitability of the pharmaceutical markets in which Laboratorio Chile operates; 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 -----END PRIVACY-ENHANCED MESSAGE-----