-----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, JHhMCO6gDhJ4I5LYJ9I5BRA1aWW9iPd8jqeapbxscZxqBMa44OjtBGZ8rw2V+1wF IsLXAz+MgBLRnGUznIuPiw== 0001021408-01-504273.txt : 20010801 0001021408-01-504273.hdr.sgml : 20010801 ACCESSION NUMBER: 0001021408-01-504273 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010731 GROUP MEMBERS: ALBERTO EGUIGUREN GROUP MEMBERS: ARTURO GARZA GROUP MEMBERS: JAIME BAUZA GROUP MEMBERS: JANE HSIAO, PH.D. GROUP MEMBERS: NEIL FLANZRAICH GROUP MEMBERS: PHILLIP FROST, M.D. GROUP MEMBERS: ROBERTO PREGO 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 14D9 SEC ACT: SEC FILE NUMBER: 005-61571 FILM NUMBER: 1694341 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: 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 14D9 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 SC 14D9 1 dsc14d9.txt SOLICITATION/RECOMMENDATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. ___) Laboratorio Chile S.A. - -------------------------------------------------------------------------------- (Name of Subject Company) Laboratorio Chile S.A. Jaime Bauza Alberto Eguiguren Neil Flanzraich Phillip Frost, M.D. Arturo Garza Jane Hsiao, Ph.D. Roberto Prego - -------------------------------------------------------------------------------- (Names of Persons Filing Statement) Common Stock, no par value American Depositary Shares (Each Representing 20 Shares of Common Stock) - -------------------------------------------------------------------------------- (Title of Class of Securities) (P6121Q106) Common Stock (50540H104) American Depositary Shares - -------------------------------------------------------------------------------- (CUSIP Number of Class Securities) Neil Flanzraich Laboratorio Chile S.A. Avenida Maraton, No. 1315 Santiago, Chile (telephone) 562-365-5000 With Copies to: Laurie Green, Esq. Jose Maria Eyzaguirre, Esq. Kara L. MacCullough, Esq. Matias de Marchena, Esq. Akerman, Senterfitt & Eidson, P.A. Claro y Cia. SunTrust International Center, 28th Floor Apoquindo 3721 - 13th Floor One Southeast Third Avenue P.O. Box 1867 Miami, Florida 33131-1714 Postal Code 6760352 (305) 374-5600 Santiago Chile (56-2) 367 30 00 - -------------------------------------------------------------------------------- (Name address, and telephone number of person authorized to receive notices and communications on behalf of the person filing statement) Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Item 1. Subject Company Information. The name of the subject company is Laboratorio Chile S.A., a Chilean corporation (the "Company"). The address of the principal executive offices of the Company is Avenida Maraton, No. 1315, Santiago, Chile; telephone 562-365-5000. The title of the class of equity securities to which this statement relates are: (i) shares of common stock, no par value of the Company (the "Shares") and (ii) American Depositary Shares of the Company ("ADSs"), with each ADS representing 20 shares of Common stock. As of July 30, 2001, there was 316,000,000 Shares outstanding and 3,149,026 ADSs outstanding. Item 2. Identity and Background of Filing Person. (a) The name, address and telephone number of the Company, which is one of the persons filing this Statement, are set forth in Item 1 above. In addition to the Company, the following individuals, who together constitute the entire board of directors of the Company, are persons filing this Statement along with the Company: - -------------------------------------------------------------------------------- 1. Jaime Bauza 5. Arturo Garza c/o Laboratorio Chile S.A. c/o Laboratorio Chile S.A. Avenida Maraton No. 1315, Avenida Maraton No. 1315, Santiago, Chile Santiago, Chile Telephone 562-365-5000 Telephone 562-365-5000 - -------------------------------------------------------------------------------- 2. Alberto Eguiguren 6. Jane Hsiao, Ph.D. c/o Laboratorio Chile S.A. c/o Laboratorio Chile S.A. Avenida Maraton No. 1315, Avenida Maraton No. 1315, Santiago, Chile Santiago, Chile Telephone 562-365-5000 Telephone 562-365-5000 - -------------------------------------------------------------------------------- 3. Neil Flanzraich 7. Roberto Prego c/o Laboratorio Chile S.A. c/o Laboratorio Chile S.A. Avenida Maraton No. 1315, Avenida Maraton No. 1315, Santiago, Chile Santiago, Chile Telephone 562-365-5000 Telephone 562-365-5000 - -------------------------------------------------------------------------------- 4. Phillip Frost, M.D. c/o Laboratorio Chile S.A. Avenida Maraton No. 1315, Santiago, Chile Telephone 562-365-5000 - -------------------------------------------------------------------------------- (d) This Statement relates to the tender offer (the "U.S. Offer") disclosed in a Schedule TO, dated July 31, 2001 (the "Schedule TO") of IVAX Holdings, C.I. (the "Purchaser"), a Cayman Islands company and a wholly-owned subsidiary of IVAX Corporation, a Florida corporation ("IVAX"), to purchase all outstanding ADSs and all outstanding Shares 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, for cash at a price of US$1.25 per Share and US$25 per ADS, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase dated July 31, 2001 and any supplement thereto (the "U.S. Offer to Purchase") and in the related ADS Letter of Transmittal and Form of Acceptance (which, together with the U.S. Offer to Purchase, are collectively referred to as the "U.S. Offer Documents"). The purchase price for the ADSs will be paid in U.S. dollars. The purchase price for the Shares will be paid in Chilean Pesos, calculated at Ch$629.00 per US$1.00, the Observed Exchange Rate used to calculate the purchase price paid in the Initial Tender Offer. Based on such exchange rate, the Chilean peso equivalent of the U.S. Offer price of $1.25 per Share is Ch$786.25. In Chile, Inversiones Glaciar I Limitada, a wholly-owned subsidiary of Ivax ("Inversiones Glaciar"), is seeking to acquire all Shares held by non-U.S. holders and any U.S. holders willing to tender therein, pursuant to an offer disclosed in El Mercurio de Santiago and Las Ultimas Noticias on July 30, 2001 (the "Chilean Offer" and together with the U.S. Offer, the "Offer"). The address of Ivax Holdings, C.I., is c/o Ivax Corporation, 4400 Biscayne Boulevard, Miami, Florida 33137 and the address of the principal executive offices of Ivax is 4400 Biscayne Boulevard, Miami, FL 33131. The telephone number at this address is 305-575-6000. Item 3. Past Contacts, Transactions, Negotiations and Agreements. (i) IVAX entered into an agreement, dated as of May 18, 2001 (the "Agreement to Tender"), with Comercial e Inversiones Portfolio Limitada and Inversiones Portfolio S.A. (collectively, "Portfolio" or the "Principal Shareholders"), which collectively held approximately 28% of the Shares (including shares represented byADSs of the Company. Pursuant to the Agreement to Tender, the Principal Shareholders voted their Shares in favor of certain amendments to the Company's bylaws and tendered all their Shares into the Initial Tender Offer (as defined below). (ii) On May 31, 2001 IVAX, through the Purchaser and Inversiones Glaciar, commenced a tender offer (the "Initial Tender Offer") for all outstanding Shares and ADSs. (iii) On June 4, 2001, the Company entered into a confidentiality agreement (the "Confidentiality Agreement") with IVAX pursuant to which IVAX agreed to treat confidentially any information relating to the Company to which IVAX may be given access by the Company and its representatives in connection with IVAX' due diligence of the Company. (iv) On June 29, 2001 the Initial Tender Offer expired and on July 2, 2001, IVAX announced that the Initial Tender Offer was successful. IVAX acquired an aggregate of 314,795,539, or 99.6% of the Shares (including Shares represented by ADSs), in the Initial Tender Offer. (v) On July 18, 2001 IVAX designated five of the seven members of the Company's Board of Directors and, as such, controls the Board. The five Board members designated by IVAX are: Neil Flanzraich, Phillip Frost, M.D., Arturo Garza, Jane Hsiao, Ph.D. and Roberto Prego. Mr. Flanzraich is the Vice Chairman and President of IVAX and Chairman of the Company, Dr. Frost is the Chairman of the Board of Directors and Chief Executive Officer of IVAX, Mr. Garza is the Director of Business Development for Latin America, Ms. Hsiao is the Vice Chairman-Technical Affairs, the Chief Technical Officer of IVAX and the Chief Executive Officer and President of DVM Pharmaceuticlas, Inc., IVAX' veterinary products subsidiary, and Mr. Prego is the Senior Executive for Latin America. (vi) Pursuant to an agreement with the controlling shareholders of Portfolio, Asesorias e Inversiones Durham Ltda ("Durham") and Asesorias e Inversiones Duke Ltda. ("Duke"), two companies owned and controlled by Alberto Eguiguren, Chairman of the Board of Directors of the Company, received compensation when Portfolio transferred its shareholding in the Company to IVAX in the Initial Tender Offer. 3 (vii) Mr. Jaime Bauza acted as advisor to Portfolio for purposes of the Initial Tender Offer and, in such capacity, participated in the preliminary stages of the negotiations between Portfolio and IVAX (without having had any further participation in the final negotiations underlying the Initial Tender Offer) and, therefore, had a direct interest in the Initial Tender Offer. Item 4. The Solicitation or Recommendation. (a)-(b) The Company's Board of Directors has been advised by Chilean counsel that Chilean law requires each member of the Board to express his individual opinion with respect to the convenience of the Offer for the Company's shareholders. Chilean law does not require each individual member of the Board to recommend that shareholders accept or reject the Offer. Furthermore, the Company has been informed by the Superintendencia de Valores y Sequros (the "SVS") that Chilean law only contemplates the delivery by each member of the Board of the reasoned opinion referred to above and does not contemplate that the Board of Directors of the Company may recommend acceptance or rejection of the Offer. Based on the information provided by the SVS, the Board of Directors has been advised by Chilean counsel that under Chilean law, the Board of Directors may not express an opinion and must remain neutral with respect to the Offer. Each individual member of the Board of Directors of the Company (identified in Item 2(a) of the Schedule 14D-9) has expressed in writing his or her reasoned opinion as to the convenience of the Offer for the Company's shareholders. Each member of the Company's board of directors, acting in his or her individual capacity, concluded on July 30, 2001 that the Offer is favorable for the Company's shareholders. The factors and reasons considered by each director are described in his or her opinion. English translations of the opinions delivered by each member of the Company's Board of Directors are attached as Exhibit (a)(1) to the Schedule 14D-9. (c) Neither IVAX, the Purchaser nor Inversiones Glaciar intend to tender Shares or ADSs beneficially owned by them into the Offer. To the best of the Company's knowledge, the executive officers, directors and affiliates of the Company do not own any Shares or ADSs. Item 5. Person/Assets, Retained, Employed, Compensated or Used. Neither the Company nor any person acting on its behalf has employed, retained or agreed to compensate any person to make solicitations or recommendations to holders of Shares or ADSs concerning the Offer. Item 6. Interest in Securities of the Subject Company. Except as disclosed in Item 3(iv) and this Item 6, there have been no transactions in the Shares or the ADSs during the past 60 days by the Company or any of its subsidiaries or, to the best of the Company's knowledge, any executive officer, director, affiliate or subsidiary of the filing persons. On July 16, 2001, IVAX acquired 30,000 Shares in a privately negotiated transaction for 786.25 pesos per Share. Item 7. Purposes of the Transaction and Plans or Proposals. (a) Except as disclosed in this Item 7, the Company is not undertaking or engaged in any negotiations in response to the Offer that relate to (i) a tender offer or other acquisition of the Company's securities by the Company, any of its subsidiaries or any other person; (ii) any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (iii) any purchase, sale or transfer of a material amount of the assets of the Company of any of its subsidiaries; or (iv) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company. 4 (b) Except as disclosed in this Item 7, there are no transactions, board resolutions, agreements in principle, signed contracts that have been entered into in response to the Offer that relate to one or more of the matters referred to in paragraph (a) of this Item 7. At IVAX' request, the Company's Board of Directors called a meeting of the shareholders of the Company to approve the Company's ceasing to be subject to the requirements applicable to public companies in Chile and to amend the Company's bylaws (the "Bylaw Amendment") to provide that the amount of dividends, if any, to be paid to the Company's shareholders will be determined each year by the holders of a majority of the outstanding shares of the Company. The shareholders' meeting was held on July 30, 2001. Chilean law requires that two- thirds of the Company's shareholders vote in favor of the Company ceasing to be a public company. All of the Shares beneficially owned by IVAX or its affiliates were voted in favor of the Company ceasing to be a public company and in favor of the Bylaw Amendment. As a result, the Company has ceased to be a public company in Chile and IVAX will determine, in its sole discretion, the amount of dividends, if any, paid to the Company's shareholders each year. As the majority shareholder of the Company, IVAX has indicated that it does not currently intend to approve any payment of dividends to the Company's shareholders. Item 8. Additional Information. Not applicable. Item 9. Exhibits. 99.1(a) English translations of the opinions delivered by each member of the Board of Directors of Laboratorio Chile S.A. 99.1(e) Agreement to Tender, dated May 18, 2001 (Incorporated by reference to the Form 8-K filed by IVAX Corporation on May 25, 2001). 99.2(e) Confidentiality Agreement, dated June 4, 2001, by and between Laboratorio Chile S.A. and IVAX Corporation. 5 SIGNATURE After due inquiry and to the best of his knowledge and belief, each of the following persons certifies that the information set forth in this statement is true, complete and correct. Dated: July 30, 2001 LABORATORIO CHILE S.A. By: /s/ Hernan Pfeifer -------------------------- Name: Hernan Pfeifer Title: General Manager /s/ Jaime Bauza - ---------------------------------- Name: Jaime Bauza Title: Director Dated: July 30, 2001 /s/ Alberto Eguiguren /s/ Arturo Garza - ---------------------------------- ------------------------------------- Name: Alberto Eguiguren Name: Arturo Garza Title: Director Title: Director Dated: July 30, 2001 Dated: July 30, 2001 /s/ Neil Flanzraich /s/ Jane Hsiao - ---------------------------------- ------------------------------------- Name: Neil Flanzraich Name: Jane Hsiao, Ph.D Title: Director Title: Director Dated: July 30, 2001 Dated: July 30, 2001 /s/ Phillip Frost, M.D. /s/ Roberto Prego - ---------------------------------- ------------------------------------- Name: Phillip Frost, M.D. Name: Roberto Prego Title: Director Title: Director Dated: July 30, 2001 Dated: July 30, 2001 6 Exhibit Index ------------- Exhibits Description - -------- ----------- 99.1(a) English translations of the opinions delivered by each member of the Board of Directors of Laboratorio Chile S.A. 99.2(e) Confidentiality Agreement, dated June 4, 2001, by and between Laboratorio Chile S.A. and IVAX Corporation. EX-99.1 (A) 3 dex991a.txt ENGLISH TRANSLATION Exhibit 99.1(a) Free translation into English Santiago, July 30, 2001. Shareholders of Laboratorio Chile S.A. Re.: Opinion regarding IVAX Corporation's offer to purchase up to 1,174,461 shares of Laboratorio Chile S.A. announced on the date hereof Dear Shareholders: With respect to IVAX Corporation's ("IVAX") offer to purchase, through its subsidiaries, IVAX Holdings C.I. and Inversiones Glaciar I Limitada, up to 1,174,461 shares of Laboratorio Chile S.A. (the "Company"), which offer was announced on the date hereof and shall commence on July 31, 2001 pursuant to articles 69 ter of Law No.18,046 and 198, fifth paragraph, of Law No.18,045 (the "Offer"), the undersigned is of the opinion that the Offer is favorable and convenient for the shareholders of the Company due to the fact that the Offer price is convenient and that, unlike the previous tender offer made by IVAX on May 31, 2001 for all of the outstanding shares of the Company, the Offer is not subject to any conditions whatsoever. In rendering the foregoing opinion, we have considered the following: 1. The Offer is for 100% of the outstanding shares of the Company not held by IVAX or its affiliates. This is important because if the Offer is successful, the Company's shares will be less liquid and the market price of the Company's shares is likely to fall below the Offer price. The Offer gives the Company's shareholders an opportunity to sell all of their shares of the Company prior to any such decrease in liquidity or market value. 2. The Offer is simple and transparent because the only relevant factors in deciding whether to tender your shares in the Offer are the amount of the Offer price and the manner of payment. 3. The Offer price will be paid to all tendering shareholders in cash three days after the date on which the Offer is closed. Although the Offer price for the Company's shares will be stated in U.S. dollars, it will be paid in Chilean pesos based on the exchange rate published on July 3, 2001. Based on this exchange rate, tendering shareholders are sure to receive Ch$786.25 per share in the Offer. 4. The Offer price is greater than the amount the Company's shareholders would be entitled to receive if they exercised their appraisal rights. At a special meeting of shareholders of the Company held on the date hereof, the Company's shareholders approved the Company's ceasing to be a public company. As a result, any absent or dissenting shareholders are entitled to appraisal rights. Based on applicable law, if a shareholder exercises appraisal rights, the shareholder will be entitled to receive Ch$757.75 per share of the Company. Finally, please be advised that I am the Chairman of the Board of Directors and Chief Executive Officer of IVAX, and as such, because the Offer is being made by subsidiaries of IVAX, I have an interest in the results of the Offer. As such, my opinion cannot be considered a direct or indirect recommendation to sell or hold the Company's shares. You are free to consult with any appropriate persons regarding your decision whether to tender your shares in the Offer, and to do what is in your best interest. Sincerely yours, /s/ Phillip M. Frost Phillip M. Frost Director Free translation into English Santiago, July 30, 2001. Shareholders of Laboratorio Chile S.A. Re.: Opinion regarding IVAX Corporation's offer to purchase up to 1,174,461 shares of Laboratorio Chile S.A. announced on the date hereof Dear Shareholders: With respect to IVAX Corporation's ("IVAX") offer to purchase, through its subsidiaries, IVAX Holdings C.I. and Inversiones Glaciar I Limitada, up to 1,174,461 shares of Laboratorio Chile S.A. (the "Company"), which offer was announced on the date hereof and shall commence on July 31, 2001 pursuant to articles 69 ter of Law No.18,046 and 198, fifth paragraph, of Law No.18,045 (the "Offer"), the undersigned is of the opinion that the Offer is favorable and convenient for the shareholders of the Company due to the fact that the Offer price is convenient and that, unlike the previous tender offer made by IVAX on May 31, 2001 for all of the outstanding shares of the Company, the Offer is not subject to any conditions whatsoever. In rendering the foregoing opinion, we have considered the following: 1. The Offer is for 100% of the outstanding shares of the Company not held by IVAX or its affiliates. This is important because if the Offer is successful, the Company's shares will be less liquid and the market price of the Company's shares is likely to fall below the Offer price. The Offer gives the Company's shareholders an opportunity to sell all of their shares of the Company prior to any such decrease in liquidity or market value. 2. The Offer is simple and transparent because the only relevant factors in deciding whether to tender your shares in the Offer are the amount of the Offer price and the manner of payment. 3. The Offer price will be paid to all tendering shareholders in cash three days after the date on which the Offer is closed. Although the Offer price for the Company's shares will be stated in U.S. dollars, it will be paid in Chilean pesos based on the exchange rate published on July 3, 2001. Based on this exchange rate, tendering shareholders are sure to receive Ch$786.25 per share in the Offer. 4. The Offer price is greater than the amount the Company's shareholders would be entitled to receive if they exercised their appraisal rights. At a special meeting of shareholders of the Company held on the date hereof, the Company's shareholders approved the Company's ceasing to be a public company. As a result, any absent or dissenting shareholders are entitled to appraisal rights. Based on applicable law, if a shareholder exercises appraisal rights, the shareholder will be entitled to receive Ch$757.75 per share of the Company. Finally, please be advised that I am the Vice-Chairman of the Board of Directors and President of IVAX, and as such, because the Offer is being made by subsidiaries of IVAX, I have an interest in the results of the Offer. As such, my opinion cannot be considered a direct or indirect recommendation to sell or hold the Company's shares. You are free to consult with any appropriate persons regarding your decision whether to tender your shares in the Offer, and to do what is in your best interest. Sincerely yours, /s/ Neil Flanzraich Neil Flanzraich Director Free translation into English Santiago, July 30, 2001. Shareholders of Laboratorio Chile S.A. Re.: Opinion regarding IVAX Corporation's offer to purchase up to 1,174,461 shares of Laboratorio Chile S.A. announced on the date hereof Dear Shareholders: With respect to IVAX Corporation's ("IVAX") offer to purchase, through its subsidiaries, IVAX Holdings C.I. and Inversiones Glaciar I Limitada, up to 1,174,461 shares of Laboratorio Chile S.A. (the "Company"), which offer was announced on the date hereof and shall commence on July 31, 2001 pursuant to articles 69 ter of Law No.18,046 and 198, fifth paragraph, of Law No.18,045 (the "Offer"), the undersigned is of the opinion that the Offer is favorable and convenient for the shareholders of the Company due to the fact that the Offer price is convenient and that, unlike the previous tender offer made by IVAX on May 31, 2001 for all of the outstanding shares of the Company, the Offer is not subject to any conditions whatsoever. In rendering the foregoing opinion, we have considered the following: 1. The Offer is for 100% of the outstanding shares of the Company not held by IVAX or its affiliates. This is important because if the Offer is successful, the Company's shares will be less liquid and the market price of the Company's shares is likely to fall below the Offer price. The Offer gives the Company's shareholders an opportunity to sell all of their shares of the Company prior to any such decrease in liquidity or market value. 2. The Offer is simple and transparent because the only relevant factors in deciding whether to tender your shares in the Offer are the amount of the Offer price and the manner of payment. 3. The Offer price will be paid to all tendering shareholders in cash three days after the date on which the Offer is closed. Although the Offer price for the Company's shares will be stated in U.S. dollars, it will be paid in Chilean pesos based on the exchange rate published on July 3, 2001. Based on this exchange rate, tendering shareholders are sure to receive Ch$786.25 per share in the Offer. 4. The Offer price is greater than the amount the Company's shareholders would be entitled to receive if they exercised their appraisal rights. At a special meeting of shareholders of the Company held on the date hereof, the Company's shareholders approved the Company's ceasing to be a public company. As a result, any absent or dissenting shareholders are entitled to appraisal rights. Based on applicable law, if a shareholder exercises appraisal rights, the shareholder will be entitled to receive Ch$757.75 per share of the Company. Finally, please be advised that I am the Vice Chairman-Technical Affairs of IVAX, and as such, because the Offer is being made by subsidiaries of IVAX, I have an interest in the results of the Offer. As such, my opinion cannot be considered a direct or indirect recommendation to sell or hold the Company's shares. You are free to consult with any appropriate persons regarding your decision whether to tender your shares in the Offer, and to do what is in your best interest. Sincerely yours, /s/ Jane Hsiao Jane Hsiao Director Free translation into English Santiago, July 30, 2001. Shareholders of Laboratorio Chile S.A. Re.: Opinion regarding IVAX Corporation's offer to purchase up to 1,174,461 shares of Laboratorio Chile S.A. announced on the date hereof Dear Shareholders: With respect to IVAX Corporation's ("IVAX") offer to purchase, through its subsidiaries, IVAX Holdings C.I. and Inversiones Glaciar I Limitada, up to 1,174,461 shares of Laboratorio Chile S.A. (the "Company"), which offer was announced on the date hereof and shall commence on July 31, 2001 pursuant to articles 69 ter of Law No.18,046 and 198, fifth paragraph, of Law No.18,045 (the "Offer"), the undersigned is of the opinion that the Offer is favorable and convenient for the shareholders of the Company due to the fact that the Offer price is convenient and that, unlike the previous tender offer made by IVAX on May 31, 2001 for all of the outstanding shares of the Company, the Offer is not subject to any conditions whatsoever. In rendering the foregoing opinion, we have considered the following: 1. The Offer is for 100% of the outstanding shares of the Company not held by IVAX or its affiliates. This is important because if the Offer is successful, the Company's shares will be less liquid and the market price of the Company's shares is likely to fall below the Offer price. The Offer gives the Company's shareholders an opportunity to sell all of their shares of the Company prior to any such decrease in liquidity or market value. 2. The Offer is simple and transparent because the only relevant factors in deciding whether to tender your shares in the Offer are the amount of the Offer price and the manner of payment. 3. The Offer price will be paid to all tendering shareholders in cash three days after the date on which the Offer is closed. Although the Offer price for the Company's shares will be stated in U.S. dollars, it will be paid in Chilean pesos based on the exchange rate published on July 3, 2001. Based on this exchange rate, tendering shareholders are sure to receive Ch$786.25 per share in the Offer. 4. The Offer price is greater than the amount the Company's shareholders would be entitled to receive if they exercised their appraisal rights. At a special meeting of shareholders of the Company held on the date hereof, the Company's shareholders approved the Company's ceasing to be a public company. As a result, any absent or dissenting shareholders are entitled to appraisal rights. Based on applicable law, if a shareholder exercises appraisal rights, the shareholder will be entitled to receive Ch$757.75 per share of the Company. Finally, please be advised that I am the Director of Business Development for Latin America for IVAX, and as such, because the Offer is being made by subsidiaries of IVAX, I have an interest in the results of the Offer. As such, my opinion cannot be considered a direct or indirect recommendation to sell or hold the Company's shares. You are free to consult with any appropriate persons regarding your decision whether to tender your shares in the Offer, and to do what is in your best interest. Sincerely yours, /s/ Arturo Garza Arturo Garza Director Free translation into English Santiago, July 30, 2001. Shareholders of Laboratorio Chile S.A. Re.: Opinion regarding IVAX Corporation's offer to purchase up to 1,174,461 shares of Laboratorio Chile S.A. announced on the date hereof Dear Shareholders: With respect to IVAX Corporation's ("IVAX") offer to purchase, through its subsidiaries, IVAX Holdings C.I. and Inversiones Glaciar I Limitada, up to 1,174,461 shares of Laboratorio Chile S.A. (the "Company"), which offer was announced on the date hereof and shall commence on July 31, 2001 pursuant to articles 69 ter of Law No.18,046 and 198, fifth paragraph, of Law No.18,045 (the "Offer"), the undersigned is of the opinion that the Offer is favorable and convenient for the shareholders of the Company due to the fact that the Offer price is convenient and that, unlike the previous tender offer made by IVAX on May 31, 2001 for all of the outstanding shares of the Company, the Offer is not subject to any conditions whatsoever. In rendering the foregoing opinion, we have considered the following: 1. The Offer is for 100% of the outstanding shares of the Company not held by IVAX or its affiliates. This is important because if the Offer is successful, the Company's shares will be less liquid and the market price of the Company's shares is likely to fall below the Offer price. The Offer gives the Company's shareholders an opportunity to sell all of their shares of the Company prior to any such decrease in liquidity or market value. 2. The Offer is simple and transparent because the only relevant factors in deciding whether to tender your shares in the Offer are the amount of the Offer price and the manner of payment. 3. The Offer price will be paid to all tendering shareholders in cash three days after the date on which the Offer is closed. Although the Offer price for the Company's shares will be stated in U.S. dollars, it will be paid in Chilean pesos based on the exchange rate published on July 3, 2001. Based on this exchange rate, tendering shareholders are sure to receive Ch$786.25 per share in the Offer. 4. The Offer price is greater than the amount the Company's shareholders would be entitled to receive if they exercised their appraisal rights. At a special meeting of shareholders of the Company held on the date hereof, the Company's shareholders approved the Company's ceasing to be a public company. As a result, any absent or dissenting shareholders are entitled to appraisal rights. Based on applicable law, if a shareholder exercises appraisal rights, the shareholder will be entitled to receive Ch$757.75 per share of the Company. Finally, please be advised that I am the Senior Executive for Latin America for IVAX, and as such, because the Offer is being made by subsidiaries of IVAX, I have an interest in the results of the Offer. As such, my opinion cannot be considered a direct or indirect recommendation to sell or hold the Company's shares. You are free to consult with any appropriate persons regarding your decision whether to tender your shares in the Offer, and to do what is in your best interest. Sincerely yours, /s/ Robert Prego Robert Prego Director Free translation into English Santiago, July 30, 2001. Shareholders of Laboratorio Chile S.A. Re.: Opinion regarding IVAX Corporation's offer to purchase up to 1,174,461 shares of Laboratorio Chile S.A. announced on the date hereof Dear Shareholders: With respect to IVAX Corporation's ("IVAX") offer to purchase, through its subsidiaries, IVAX Holdings C.I. and Inversiones Glaciar I Limitada, up to 1,174,461 shares of Laboratorio Chile S.A. (the "Company"), which offer was announced on the date hereof and shall commence on July 31, 2001 pursuant to articles 69 ter of Law No.18,046 and 198, fifth paragraph, of Law No.18,045 (the "Offer"), the undersigned herby informs the shareholders of the following: GENERAL CONSIDERATIONS On July 30, 2001, a tender offer announcement was published in El Mercurio and Las Ultimas Noticias, thus complying with the provisions of Title XXV of the Chilean Securities Act, which terms and conditions are included in the Offer made by the Offeror to all interested parties on the date hereof, which I hereby incorporate by reference herein. The undersigned in rendering this opinion has exclusively considered the terms of the Offer, the Offer price for each of the Company's shares and the statements made by the Offeror with respect to the purpose of the Offer. The Offeror makes no commitment as to the future management of the Company. In addition, the Offeror has stated that it is difficult to project the Company's future results of operations and the return on investment for its shareholders. For example, with respect to dividends, unlike public companies in Chile, the Company has no restrictions regarding the minimum amount of net profits that must be distributed to the Company's shareholders. REASONED OPINION 1. The Offer is for 100% of the outstanding shares of the Company not held by IVAX or its affiliates. This is important because if the Offer is successful, the Company's shares will be less liquid and the market price of the Company's shares is likely to fall below the Offer price. The Offer gives the Company's shareholders an opportunity to sell all of their shares of the Company prior to any such decrease in liquidity or market value. 2. The Offer is simple and transparent because the only relevant factors in deciding whether to tender your shares in the Offer are the amount of the Offer price and the manner of payment. 3. The Offer price will be paid to all tendering shareholders in cash three days after the date on which the Offer is closed. Although the Offer price for the Company's shares will be stated in U.S. dollars, it will be paid in Chilean pesos based on the exchange rate published on July 3, 2001. Based on this exchange rate, tendering shareholders are sure to receive Ch$786.25 per share in the Offer. 4. The Offer price is greater than the amount the Company's shareholders would be entitled to receive if they exercised their appraisal rights. At a special meeting of shareholders of the Company held on the date hereof, the Company's shareholders approved the Company's ceasing to be a public company. As a result, any absent or dissenting shareholders are entitled to appraisal rights. Based on applicable law, if a shareholder exercises appraisal rights, the shareholder will be entitled to receive Ch$757.75 per share of the Company. FINAL CONSIDERATIONS Finally, please be advised that the opinions set forth above are made solely in my capacity as a director of the Company and pursuant to a requirement of law. Furthermore, please note that, as of the date hereof, I have no relationship to the Offeror. My opinion cannot be considered a direct or indirect recommendation to sell or hold the Company's shares. You are free to consult with any appropriate persons regarding your decision whether to tender your shares in the Offer, and to do what is in your best interest. Sincerely yours, /s/ Jaime Bauza Jaime Bauza Director Free translation into English Santiago, July 30, 2001. Shareholders of Laboratorio Chile S.A. Re.: Opinion regarding IVAX Corporation's offer to purchase up to 1,174,461 shares of Laboratorio Chile S.A. announced on the date hereof Dear Shareholders: With respect to IVAX Corporation's ("IVAX") offer to purchase, through its subsidiaries, IVAX Holdings C.I. and Inversiones Glaciar I Limitada, up to 1,174,461 shares of Laboratorio Chile S.A. (the "Company"), which offer was announced on the date hereof and shall commence on July 31, 2001 pursuant to articles 69 ter of Law No.18,046 and 198, fifth paragraph, of Law No.18,045 (the "Offer"), the undersigned hereby informs the shareholders of the following: GENERAL CONSIDERATIONS On July 30, 2001, a tender offer announcement was published in El Mercurio and Las Ultimas Noticias, thus complying with the provisions of Title XXV of the Chilean Securities Act, which terms and conditions are included in the Offer made by the Offeror to all interested parties on the date hereof, which I hereby incorporate by reference herein. The undersigned in rendering this opinion has exclusively considered the terms of the Offer, the Offer price for each of the Company's shares and the statements made by the Offeror with respect to the purpose of the Offer. The Offeror makes no commitment as to the future management of the Company. In addition, the Offeror has stated that it is difficult to project the Company's future results of operations and the return on investment for its shareholders. For example, with respect to dividends, unlike public companies in Chile, the Company has no restrictions regarding the minimum amount of net profits that must be distributed to the Company's shareholders. REASONED OPINION 1. The Offer is for 100% of the outstanding shares of the Company not held by IVAX or its affiliates. This is important because if the Offer is successful, the Company's shares will be less liquid and the market price of the Company's shares is likely to fall below the Offer price. The Offer gives the Company's shareholders an opportunity to sell all of their shares of the Company prior to any such decrease in liquidity or market value. 2. The Offer is simple and transparent because the only relevant factors in deciding whether to tender your shares in the Offer are the amount of the Offer price and the manner of payment. 3. The Offer price will be paid to all tendering shareholders in cash three days after the date on which the Offer is closed. Although the Offer price for the Company's shares will be stated in U.S. dollars, it will be paid in Chilean pesos based on the exchange rate published on July 3, 2001. Based on this exchange rate, tendering shareholders are sure to receive Ch$786.25 per share in the Offer. 4. The Offer price is greater than the amount the Company's shareholders would be entitled to receive if they exercised their appraisal rights. At a special meeting of shareholders of the Company held on the date hereof, the Company's shareholders approved the Company's ceasing to be a public company. As a result, any absent or dissenting shareholders are entitled to appraisal rights. Based on applicable law, if a shareholder exercises appraisal rights, the shareholder will be entitled to receive Ch$757.75 per share of the Company. FINAL CONSIDERATIONS Finally, please be advised that the opinions set forth above are made solely in my capacity as a director of the Company and pursuant to a requirement of law. Furthermore, please note that, as of the date hereof, I have no relationship to the Offeror. My opinion cannot be considered a direct or indirect recommendation to sell or hold the Company's shares. You are free to consult with any appropriate persons regarding your decision whether to tender your shares in the Offer, and to do what is in your best interest. Sincerely yours, /s/ Alberto Eguiguren Alberto Eguiguren Director EX-99.2 (E) 4 dex992e.txt CONFIDENTIALITY AGREEMENT Exhibit 99.2(e) June 4, 2001 Ivax Corporation 4400 Biscayne Boulevard Miami, FL 33131 Dear Sirs or Madams: You have requested information from Laboratorio Chile S.A. and its subsidiaries (the "Company") in connection with a transaction involving the purchase of shares of common stock of Laboratorio Chile S.A. (the "Transaction"). As a condition to providing you access to the Evaluation Material (as defined below), the Company is requiring that you agree, as set forth below, to treat confidentially such Evaluation Material whether access to such Evaluation Material information is provided orally or in writing. "Evaluation Material" includes all information provided by or on behalf of the Company, and all notes, analyses, compilations, studies or other documents, whether prepared by you or others, which contains or otherwise reflects such information. You agree to use the Evaluation Material solely for purposes of evaluating the Transaction. You hereby acknowledge and confirm your understanding that you will be given access to the Evaluation Material, subject to the terms hereunder, at the premises of the Company in Santiago, Chile, and Buenos Aires, Argentina and agree to use the Evaluation Material solely for the purpose described above. We understand that upon review of the Evaluation material you may request to have access to our premises in Peru, and will consider your request in good faith. The term "Evaluation Material" does not include information which you can demonstrate (i) is or becomes generally available to the public other than as a result of a disclosure by you or your Representatives, (ii) was available to you on a non-confidential basis prior to its disclosure to you by the Company, or its representatives or its agents, or (iii) becomes available to you on a non-confidential basis from a source other than the Company, or its shareholders, employees, representatives and agents, provided that such source is not bound by a confidentiality agreement with the Company, or its shareholders, representatives or its agents or otherwise prohibited from transmitting the information to you or your Representatives by a contractual, legal or fiduciary obligation.It is understood that you may disclose any of the Evaluation Material to those of your Representatives who require such material for the purpose of evaluating a possible Transaction (provided that such Representatives shall be informed by you of the confidential nature of the Evaluation Material). You agree that the Evaluation Material will be kept confidential by you and your Representatives and, except with the Company's specific prior written consent or as expressly otherwise permitted by the terms hereof, will not be disclosed by you or your Representatives. You further agree that you and your Representatives will not use any of the Evaluation Material for any reason or purpose other than to evaluate the Transaction. You agree to be responsible for any action or failure to act that would constitute a breach of this Agreement by your Representatives. It is also understood that only Representatives specifically identified reasonably in advance by you to the Company in writing will be given access to the Company premises, data rooms and Evaluation Material, as is further specified below. In the event that you or any of your Representatives are requested or required (by law, regulation, oral questions, interrogatories, requests for information or documents, subpoena, Civil Investigative Demand or in connection with litigation or similar process) to disclose any of the Evaluation Material, it is agreed that you or such Representative, as the case may be, will provide the Company with prompt notice of such request(s) so that the Company may seek an appropriate protective order or other appropriate remedy and/or waive your or such Representative's compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Company grants a waiver hereunder, you or such Representative may furnish that portion (and only that portion) of the Evaluation Material which, in the opinion of your counsel, you are legally compelled to disclose and will exercise your best efforts to obtain reliable assurance that confidential treatment will be accorded any Evaluation Material so furnished. In addition, you hereby acknowledge that you are aware (and that your Representatives who are apprised of this matter have been or will be advised) that applicable securities laws restrict persons with material non-public information about a company obtained directly or indirectly from that company or its affiliates from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. In the event that the transaction contemplated by the Agreement to Tender dated as of May 18, 2001, a copy which is attached under Annex A hereto (the "Agreement to Tender") is not consummated by July 20, 2001, without the prior written consent of the Company you will not, and will not permit any of your affiliates to, for the one-year period from the date of this Agreement, (a) use the Evaluation Material to solicit or cause to be solicited the employment of, or hire, any employee (excluding secretarial and other clerical staff) of the Company in Argentina, provided that this agreement shall not prohibit any -------- advertisement or general solicitation (or hiring as a result thereof) that is not specifically targeted at such persons nor shall it prohibit the hiring of any such person who (i) initiates employment with, but without prior contact from, you or your affiliates, or (ii) is not to your knowledge after due inquiry an officer, director or employee of the Company on the date you first solicit such person, and (b) use the Evaluation Material to divert or attempt to divert any business or customer of the Company. 2 In the event that the transaction contemplated by the Agreement to Tender is not consummated by July 20, 2001, you will promptly upon the Company's written request deliver to the Company all Evaluation Material, together with all copies thereof in the possession of you or your Representatives. In the event of such request, all other documents or other matter constituting Evaluation Material in the possession of you or your Representatives will be destroyed, with any such destruction confirmed by you in writing to the Company. It is understood and agreed that your access to Evaluation Material shall be limited to a period of five consecutive business days which shall commence on June 6, 2001 or such other date as may be agreed by you and us. The information will be set forth in data rooms located in Chile and Argentina. You agree that neither the Company nor its agents or representatives shall have any liability to you or any of your Representatives resulting from the use of the Evaluation Material by you or such Representatives. Moreover, none of the Company or its agents, representatives or affiliates, or you or your Representatives, will be under any legal obligation of any kind whatsoever with respect to the transaction contemplated in the Agreement to Tender. The agreements set forth in this Agreement may be modified or waived only by a separate writing signed by the Company and you expressly so modifying or waiving such agreements. You hereby agree to indemnify and hold harmless the Company from any damage, loss, cost or liability (including, without limitation, reasonable legal fees and any cost incurred to enforce this indemnity) to the extent arising out of or resulting from any unauthorized use or disclosure by you or your Representatives of Evaluation Material. You acknowledge that money damages would be both incalculable and an insufficient remedy for any breach of this Agreement by you or your Representatives and that any such breach would cause the Company irreparable harm. Accordingly, you also agree that in the event of any breach or threatened breach of this Agreement, the Company, in addition to any other remedies at law or in equity it may have, shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. It is understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this letter agreement, which shall remain in full force and effect. This agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 3 You agree and consent to personal jurisdiction and service and venue in any federal or state court within the State of New York having subject matter jurisdiction, for the purposes of any action, suit or proceeding arising out of or relating to this Agreement. This Agreement shall be governed by and construed in accordance with the law of the State of New York. If you are in agreement with the foregoing, please sign and return one copy of this letter, which thereupon will constitute our Agreement with respect to the subject matter hereof. Very truly yours, LABORATORIO CHILE S.A. By: /s/ Pablo Lamarca ---------------------------- Title: General Manager Confirmed and agreed to as of the date first above written: IVAX CORPORATION By: /s/ Neil Flanzraich --------------------------------- Title: Vice Chairman and President 4 -----END PRIVACY-ENHANCED MESSAGE-----