Exhibit 99(a)(10)
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 the Letter to Shareholders of Laboratorio Chile S.A.
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
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Neil Flanzraich
Vice Chairman and President
IVAX Holdings C.I.
By: /s/ Neil Flanzraich
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Neil Flanzraich
President
Santiago, June 2, 2001
Dear Shareholder of Laboratorio Chile S.A.:
IVAX CORPORATION ("IVAX"), through its subsidiary in Chile, Inversiones Glaciar
I Limitada, has offered you and all the shareholders of Laboratorio Chile S.A.
("Laboratorio Chile" or the "Company"), through the notice of offer published on
May 30, 2001, in El Mercurio de Santiago and Las Ultimas Noticias newspapers, to
purchase in Chile all the outstanding shares of Laboratorio Chile that are
offered for sale, at a price of US$1.25 per share, payable in Chilean Pesos
according to the observed US dollar exchange rate published by the Central Bank
of Chile, the next business day after the offer's expiration date. Using the
observed US dollar exchange rate of May 31, 2001 of Ch$610.53 per US$1 dollar as
reference, the equivalent price is Ch$763.16 per share. Simultaneously, IVAX has
offered in the United States of America to purchase all Laboratorio Chile's
outstanding shares offered for sale by U.S. residents, at a price of US$1.25 per
share and all the ADSs of Laboratorio Chile that are offered for sale, at
US$25.00 per ADS (considering that 20 shares equal one ADS, the price of both
offers is the same).
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The price offered in Chile is 44.5% higher than the closing price on December
29, 2000, and 37.8% higher than the average closing price for the first quarter
in 2001.
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All the shares offered for sale will be purchased.
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We need you to APPROVE the by-law amendment of Laboratorio Chile.
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In order that our offer or any other that seeks to acquire control of over 49.9%
of Laboratorio Chile takes place, and for you to be able to sell your shares at
a premium, it is necessary that the Extraordinary Shareholders' Meeting (the
"Meeting") to be held on June 22, 2001, APPROVES the amendment of the by-laws to
allow, among other things, that any shareholder may own over 49.9% of the voting
shares of the Company. This amendment requires a favorable vote of 75% of the
shares issued by Laboratorio Chile. NOT VOTING IS EQUIVALENT TO VOTING AGAINST.
Also, please bear in mind that it is a condition of our offer that prior to the
Meeting, we receive acceptances of the offer representing at least 211,720,000
shares of Laboratorio Chile, equivalent to 67% of the Company's outstanding
shares. Therefore, we strongly recommend you to make all the necessary
arrangements to accept our offer prior to the Meeting. Remember that you may
withdraw your acceptance at any time during the offer period.
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Comercial e Inversiones Portfolio Limitada and Inversiones Portfolio S.A.,
which jointly controlled 27.4% of Laboratorio Chile's outstanding shares in
December 2000, have publicly given their approval to the amendment of
Laboratorio Chile's by-laws and have agreed to accept IVAX' offer.
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IMPORTANT
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To carry out this transaction and for you to receive the premium offered by
IVAX, we need your vote:
. The enclosed proxy will allow you to be represented in the Extraordinary
Shareholders' Meeting, in which the amendment of the by-laws will be
voted.
You may personally attend the Meeting or be represented in the Meeting by
appointing a third party. To facilitate your representation in the Meeting, you
may issue a proxy in favor of Jose Maria Eyzaguirre Baeza, legal advisor to the
offerer, who will represent you and vote in favor of the amendment of the by-
laws.
If you choose not to attend, please fill in the attached proxy and mail it, in
the pre-paid envelope provided for this purpose, to Clasificador 4-34, Santiago
or you may call 800-220-800.
With the goal of you having sufficient information to make a decision regarding
the offer, we shall be mailing you a prospectus containing the terms and
conditions of the offer and the necessary forms to participate in this offer.
If you have any doubt concerning this matter, please contact Deutsche Securities
Corredores de Bolsa Limitada, Callao 2975, Oficina 101, Las Condes, Santiago,
telephone 800-220-880, or contact your current stockbroker.
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REMEMBER THAT YOUR VOTE IS ESSENTIAL IN ORDER TO KEEP THE OFFER GOING.
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Sincerely yours,
Inversiones Glaciar I Limitada
a subsidiary of
IVAX CORPORATION
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PROXY - POWER OF ATTORNEY
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NOTE: ACCORDING TO ARTICLE 64 OF THE CHILEAN CORPORATIONS REGULATIONS, IN ODER
TO MAKE THIS PROXY VALID, THE PLACE, DATE OF GRANTING AND NAME OF THE ATTORNEY
MUST BE HANDWRITTEN BY THE SHAREHOLDER.
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, ,
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Place of granting (city) month day year
(must be handwritten by the shareholder who signs below)
Mr. Chairman of the Board
Laboratorio Chile S.A.
As of today I hereby authorize Mr. to represent me with
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(first name) (last name)
the right to speak and vote in every action at the extraordinary shareholders'
meeting of Laboratorio Chile S.A. scheduled for June 22, 2001, at 4 p.m., or the
one to take place in case the first one does not meet quorum requirements, by
defect in the convocation, or due to a suspension called by the Board of
Directors or the Superintendencia de Valores y Seguros as stipulated in Article
63, Paragraph 2 of Law 18,046.
The attorney above named is expressly authorized to freely delegate this mandate
at any time. In the exercise of this mandate, the attorney or the person
empowered, may make use at the meeting of every right which I am entitled to as
a shareholder, in accordance with Law 18.046, Chilean Corporations Regulations
and the Company's by-laws.
This proxy will only be considered as revoked by another proxy, dated subsequent
to this proxy, which the undersigned grants to a person other than the attorney
formerly appointed.
I grant this proxy for the total number of shares according to the shareholders'
registry five business days prior to the date scheduled for the meeting.
x
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Shareholder's name Shareholder's signature
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Shareholder's RUT