-----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, OICjkR6MR0b+jhsqCANDMPBPCvGqmpp0G3zTc6bo5rBrZz6hy54TEl6vq3QDpvur fn8hHkUVk3q2qTP41PANjA== 0001021408-01-506116.txt : 20010830 0001021408-01-506116.hdr.sgml : 20010830 ACCESSION NUMBER: 0001021408-01-506116 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010829 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: 1934 Act SEC FILE NUMBER: 005-61571 FILM NUMBER: 1727297 BUSINESS ADDRESS: STREET 1: AVENIDA MARATON NO 1315 CITY: SANTIAGO CHILE STATE: F3 MAIL ADDRESS: STREET 1: AVENIDA MARATON #1315 STREET 2: SANTIAGO CITY: CHILE 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: INLAND VACUUM INDUSTRIES INC DATE OF NAME CHANGE: 19870611 FORMER COMPANY: FORMER CONFORMED NAME: IVACO INDUSTRIES INC DATE OF NAME CHANGE: 19871213 FORMER COMPANY: FORMER CONFORMED NAME: IVAX CORP DATE OF NAME CHANGE: 19920703 SC TO-T/A 1 dsctota.txt SCHEDULE TO-T- AMENDMENT 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 ================================================================================ TRANSACTION VALUATION AMOUNT OF FILING FEE - -------------------------------------------------------------------------------- $ 518,350 $ 104(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 20,734 outstanding ADSs as of July 30, 2001, excluding ADSs beneficially owned by IVAX Corporation ("IVAX") or its affiliates. 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 and Shares beneficially owned by IVAX or its affiliates, 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 July 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-E [_] 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 July 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, in each case not beneficially owned by IVAX or its affiliates, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase dated July 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) Press Release, dated August 29, 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. 1 to the Schedule TO is true, complete and correct. IVAX Corporation August 29, 2001 By: /s/ Neil Flanzraich ----------------------------------- Neil Flanzraich Vice Chairman and President 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 Holdings C.I. August 29, 2001 By: /s/ Neil Flanzraich ----------------------------------- Neil Flanzraich President 4 Exhibit Index Ex. No. Exhibit Description - -------- ------------------- 99(a)(11) Press Release, dated August 29, 2001, issued by IVAX Corporation. EX-99.(A)(11) 3 dex99a11.txt PRESS RELEASE Exhibit 99.(a)(11) Press Release IVAX Extends Tender Offer for Remaining Laboratorio Chile Shares and ADSs MIAMI - (BUSINESS WIRE) - Aug. 29, 2001 - IVAX Corporation (AMEX: IVX - news; LSE: IVX.L) today announced the extension of its pending tender offers in the United States (the "U.S. Offer") and in Chile (the "Chilean Offer") for all of the remaining shares of common stock (the "Shares") and American Depositary Shares ("ADSs") of Laboratorio Chile S.A. that IVAX does not already own. On July 5, 2001, IVAX acquired 99.6% of the outstanding shares of Laboratorio Chile in its initial tender offer. The U.S. Offer and the Chilean Offer are being extended from 5:30 p.m., New York City time, on August 29, 2001, to 5:30 p.m., New York City time, on September 13, 2001. The U.S. Offer covers all the Shares held by U.S. holders and all outstanding ADSs. The Chilean Offer is open to all of the Shares. At the close of business on August 28, 2001, 79,460 Shares (including Shares represented by ADSs) have been tendered into the U.S. Offer and 542,760 Shares have been tendered into the Chilean Offer. The shares tendered to date would increase IVAX' ownership in Laboratorio Chile to approximately 99.8%. IVAX Corporation, headquartered in Miami, Florida, is a multinational company 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, including the statement that IVAX' ownership in Laboratorio Chile would increase to approximately 99.8%. 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; and other factors discussed in the Company's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. _________________ CONTACT: IVAX Corporation, Miami Howard A. Goldman, 305/575-6043 http://www.ivax.com -----END PRIVACY-ENHANCED MESSAGE-----