U.S. Offer to Purchase for Cash
All Outstanding Shares of Common Stock and
American Depositary Shares
of
LABORATORIO CHILE S.A.
(other than those beneficially owned by IVAX Corporation or its affiliates)
at
$1.25 Net per Share of Common Stock and
$25.00 Net per American Depositary Share
(each American Depositary Share representing 20 Shares of Common Stock)
by
IVAX HOLDINGS C.I.
a wholly-owned subsidiary of
IVAX CORPORATION

- --------------------------------------------------------------------------------
THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:30 P.M., NEW YORK CITY
TIME, ON WEDNESDAY, AUGUST 29, 2001, UNLESS THE U.S. OFFER IS EXTENDED.
- --------------------------------------------------------------------------------

IVAX Corporation, a Florida corporation ("IVAX"), through simultaneous
offers in the United States and Chile, is seeking to acquire for cash all of the
outstanding shares of common stock, no par value (the "Shares"), of Laboratorio
Chile S.A. (the "Company"), including shares represented by American Depositary
Shares (the "ADSs") other than those beneficially owned by IVAX or its
affiliates. As of the date of this U.S. Offer to Purchase, of the 316,000,000
Shares outstanding, 1,174,461 Shares (including Shares represented by ADSs) are
not beneficially owned by IVAX or its affiliates. In the United States, IVAX
Holdings C.I., a Cayman Islands company (the "Purchaser"), which is a wholly-
owned subsidiary of IVAX, is seeking to acquire all outstanding Shares held by
U.S. holders (as defined in Rule 14d-1(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) and all the outstanding ADSs, not
beneficially owned by IVAX or its affiliates (the "U.S. Offer"). In Chile,
Inversiones Glaciar I Limitada ("Inversiones Glaciar"), a wholly-owned
subsidiary of IVAX, is seeking to acquire all outstanding Shares not
beneficially owned by IVAX or its affiliates, including Shares held by U.S.
holders (the "Chilean Offer" and together with the U.S. Offer, the "Offers").
Non-U.S. holders of Shares must tender their shares into the Chilean Offer.
U.S. holders of Shares may tender their Shares into either the U.S. Offer or the
Chilean Offer, but not into both Offers. The Chilean Offer will be made on
substantially the same terms as the U.S. Offer. In the event that the price per
Share to be paid in the Chilean Offer is increased, the Purchaser will make a
corresponding increase to the price paid per Share and ADSs in the U.S. Offer.

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. IVAX acquired an aggregate of 314,795,539, or 99.6%, of the Shares
(including Shares represented by ADSs) in the Initial Tender Offer. As a
result, Chilean law requires IVAX to commence the Offers for the remaining
Shares not acquired by IVAX in the Initial Tender Offer (the "Remaining Shares")
(including Shares represented by ADSs not acquired by IVAX in the Initial Tender
Offer (the "Remaining ADSs")).

Each member of the Company's Board of Directors, a majority of which IVAX
appointed, has reviewed the Offers and has determined, in his or her individual
capacity, that the Offers are favorable to the Company's shareholders. The
Board members' statements of their positions with respect to the Offers have
been mailed to the U.S. holders of Remaining Shares and the holders of Remaining
ADSs (the "Remaining Shareholders") simultaneously with this U.S. Offer to
Purchase.

To assist you in connection with the U.S. Offer, please contact D.F. King &
Co., Inc. ("D.F. King" or the "Information Agent"), at the address and telephone
numbers set forth on the back cover of this U.S. Offer to Purchase. Additional
copies of this U.S. Offer to Purchase, Form of Acceptance, ADS Letter of
Transmittal and ADS Notice of Guaranteed Delivery also may be obtained from the
Information Agent, brokers, dealers, commercial banks or trust companies.

None of the United States Securities and Exchange Commission (the
"Commission"), the state securities commissions, the Superintendencia de Valores
y Seguros (the "Chilean Securities Commission" or "SVS"), or the securities
regulatory authority of any other jurisdiction has passed upon the fairness or
merits of the transaction nor upon the accuracy or adequacy of the information
contained in this U.S. Offer to Purchase. Any representation to the contrary is
unlawful.

July 31, 2001

IMPORTANT INFORMATION

Tenders by Holders of Remaining Shares. Any U.S. holder of Remaining
Shares of the Company desiring to tender all or any portion of the Remaining
Shares owned by such holder in the U.S. Offer should either (a) complete and
sign the Form of Acceptance (or a copy thereof) in accordance with the
instructions in the Form of Acceptance and mail or deliver it together with the
Titulo(s) (certificate(s) of title) and a certificate from the share department
of the Company or the Deposito Central de Valores (""DCV''), as the case may be,
evidencing rights to such tendered Remaining Shares free and clear of liens,
pledges and encumbrances and all other required documents to The Bank of New
York, as receiving agent in the U.S. Offer (the "Receiving Agent"), or tender
such Remaining Shares pursuant to the procedures for book-entry transfer set
forth in Section 3, or (b) request his or her broker, dealer, commercial bank,
trust company or other nominee to effect the transaction for him or her. A
holder of Remaining Shares having Remaining Shares registered in the name of a
broker, dealer, commercial bank, trust company or other nominee must contact
such person if he or she desires to tender such Remaining Shares.

Tenders by Holders of Remaining ADSs. Any holder of Remaining ADSs
desiring to tender all or any portion of the Remaining ADSs owned by such holder
should either (a) complete and sign the ADS Letter of Transmittal or a copy
thereof in accordance with the instructions contained in the ADS Letter of
Transmittal and mail or deliver the ADS Letter of Transmittal together with the
American Depositary Receipts (the "ADRs") evidencing tendered Remaining ADSs and
all other required documents to the Receiving Agent or tender such Remaining
ADSs pursuant to the procedures for book-entry transfer set forth in Section 4,
or (b) request his or her broker, dealer, commercial bank, trust company or
other nominee to effect the transaction for him or her. A holder having
Remaining ADSs registered in the name of a broker, dealer, commercial bank,
trust company or other nominee must contact such person if he or she desires to
tender such Remaining ADSs. Any holder of Remaining ADSs who desires to tender
Remaining ADSs and whose ADRs evidencing such Remaining ADSs are not immediately
available and cannot deliver such ADRs and all other required documents to the
Receiving Agent by the expiration of the U.S. Offer or who cannot comply with
the procedures for book-entry transfer on a timely basis must tender such
Remaining ADSs pursuant to the guaranteed delivery procedure set forth in
Section 4.

Settlement of U.S. Offer Price. The purchase price for the Remaining ADSs
accepted for payment pursuant to the U.S. Offer will be paid in U.S. dollars.
The purchase price for the Remaining Shares accepted for payment pursuant to the
U.S. Offer will be paid in Chilean pesos, calculated at Ch$629.00 per US$1.00,
the "dolar observado" or "Observed Exchange Rate" used to calculate the purchase
price for the Shares purchased in the Initial Tender Offer. Based on such
exchange rate, the Chilean peso equivalent of the U.S Offer price of $1.25 per
Remaining Share is Ch$786.25. The "dolar observado" or "Observed Exchange Rate"
for any date is the average exchange rate at which commercial banks conducted
authorized transactions for such date in Chile as determined by the Central Bank
of Chile and published in the Official Gazette of Chile on the subsequent
business day. All tendering holders will bear exchange rate risks and costs if
they wish to convert the currency received into another currency. In addition,
the right of a holder of Remaining Shares to convert Chilean pesos received upon
the sale of its Remaining Shares pursuant to the U.S. Offer into another
currency and to expatriate these proceeds to a country other than Chile may be
affected by the terms of the foreign investment contract pursuant to which such
holder acquired its Remaining Shares. See Section 2.

All references to "U.S. dollars," "$" and "US$" are to the United States
dollar and all references to "Chilean pesos," "pesos," and "Ch$" shall mean the
currency which is presently legal tender in the Republic of Chile.

TABLE OF CONTENTS

Page
----

SUMMARY TERM SHEET......................................................................... 1

INTRODUCTION............................................................................... 5

RELIEF GRANTED BY THE COMMISSION........................................................... 6

THE U.S. OFFER............................................................................. 7
1. Terms of the U.S. Offer; Expiration Date.......................................... 7
2. Acceptance for Payment............................................................ 7
3. Procedure for Accepting the U.S. Offer -- Holders of Remaining Shares............. 8
4. Procedure for Accepting the U.S. Offer -- Holders of Remaining ADSs............... 11
5. Withdrawal Rights................................................................. 13
6. Certain Tax Considerations........................................................ 13
7. Price Range of Shares and ADSs; Dividends......................................... 15
8. Certain Information Concerning the Company........................................ 17
9. Certain Information Concerning the Purchaser and IVAX............................. 19
10 Source and Amount of Funds........................................................ 22
11. Background of the Offers; Past Contacts, Transactions or Negotiations with the
Company........................................................................... 22
12. Purpose of the Offers; Plans for the Company; Other Agreements.................... 23
13. Effect of the Offers on the Market for the Remaining Shares and Remaining ADSs;
Registration of Remaining Shares under the Exchange Act; Margin Regulations....... 23
14. Extension of Tender Period; Termination; Amendment................................ 24
15. Certain Conditions of the U.S. Offer.............................................. 25
16. Certain Legal Matters; Regulatory Approvals....................................... 25
17. Fees and Expenses................................................................. 27
18. Miscellaneous..................................................................... 27

SCHEDULE I INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF IVAX AND PURCHASER... SI-1

SCHEDULE II TRANSACTIONS CONCERNING ADSs AND SHARES........................................ SII-1

ANNEX I.................................................................................... A-1

SUMMARY TERM SHEET

Purchaser is offering to purchase all of the outstanding Remaining Shares
held by U.S. holders for $1.25 per Share net in cash and all of the outstanding
Remaining ADSs for $25.00 per ADS net in cash, without any interest. The
following are some of the questions you, as a holder of Remaining ADSs or as a
U.S. holder of Remaining Shares, may have and answers to those questions.

The Purchaser urges you to read carefully the remainder of this U.S. Offer to
Purchase, Form of Acceptance, ADS Letter of Transmittal and ADS Notice of
Guaranteed Delivery because the information in this summary term sheet is not
complete. Additional important information is contained in the remainder of
this U.S. Offer to Purchase and in the Form of Acceptance, ADS Letter of
Transmittal and ADS Notice of Guaranteed Delivery.

Who is offering to buy my securities?

The Purchaser is IVAX Holdings C.I., a Cayman Islands company, formed for the
purpose of acquiring all outstanding Shares held by U.S. holders and all
outstanding ADSs in the Initial Tender Offer. The Purchaser is a wholly-owned
subsidiary of IVAX.

What are the classes and amounts of securities sought in the Offers?

The Purchaser is seeking to purchase all of the outstanding Shares held by U.S.
holders (including Shares represented by ADSs) and all outstanding ADSs not
beneficially owned by IVAX or its affiliates. IVAX and its affiliates
beneficially own 314,825,539, or 99.6%, of the outstanding Shares (including
Shares represented by ADSs). Therefore, the Purchaser is seeking to purchase
the 1,174,461 Remaining Shares (including Shares represented by Remaining ADSs).

Why is the Purchaser offering to purchase my Shares and/or ADSs?

Because IVAX acquired more than 662/3% of the outstanding Shares in the Initial
Tender Offer, Chilean law requires IVAX to commence this subsequent tender offer
for the Remaining Shares (including Shares represented by the Remaining ADSs).

How much is the Purchaser offering to pay, what is the form of payment and will
I have to pay any fees or commissions?

The Purchaser is offering to pay $1.25 per Share and $25.00 per ADS net to you,
in cash, without any interest (such price or any higher price paid pursuant to
the Offers, the "Offer Price").

If you are the record owner of Remaining Shares or Remaining ADSs and you tender
your Remaining Shares or Remaining ADSs to the Purchaser in the U.S. Offer, you
will not have to pay brokerage fees or similar expenses. If you own your
Remaining Shares or Remaining ADSs through a broker or other nominee, and your
broker tenders your Remaining Shares or Remaining ADSs on your behalf, your
broker or nominee may charge you a fee for doing so. You should consult your
broker or nominee to determine whether any charges will apply.

Does the Purchaser have the financial resources to make payment?

IVAX and/or its affiliates will provide the Purchaser with approximately $1.5
million which will be used to purchase all the Remaining Shares and Remaining
ADSs validly tendered and not withdrawn in the Offers. The Offers are not
conditioned upon any financing arrangements. IVAX and/or its affiliates
currently intend to provide the necessary funds through cash on hand. As of
July 15, 2001, IVAX had approximately $520.2 million in cash and cash
equivalents.

Is the Purchaser's financial condition relevant to my decision to tender in the
U.S. Offer?

The Purchaser does not believe that its financial condition is relevant to your
decision whether to tender Remaining Shares or Remaining ADSs and accept the
U.S. Offer because:

. only cash consideration is being offered;

. the Offers are not subject to any financing condition; and

. the Offers are being made for all the outstanding Remaining Shares and
Remaining ADSs.

Why is there a separate Chilean offer?

U.S. and Chilean laws and practice relating to tender offers are different and
inconsistent in several ways. The Purchaser is making the U.S. Offer in
compliance with U.S. law and the Chilean Offer in compliance with Chilean law.
However, the Purchaser is offering the same price per Share in the U.S. Offer
and the Chilean Offer and neither Offer is subject to any conditions.

Who can participate in the U.S. Offer?

Holders of Remaining ADSs must tender their Remaining ADSs in the U.S. Offer.
U.S. holders of Remaining Shares may tender their Remaining Shares into either
the U.S. Offer or the Chilean Offer, but cannot tender their Remaining Shares
into both the U.S. Offer and the Chilean Offer. A U.S. holder means any
security holder resident in the United States.

Who can participate in the Chilean Offer?

Non-U.S. holders must tender their Remaining Shares into the Chilean Offer.
U.S. holders may tender their Remaining Shares into either the Chilean Offer or
the U.S. Offer, but cannot tender their Remaining Shares into both the U.S.
Offer and the Chilean Offer.

What is the difference between the Chilean Offer and the U.S. Offer?

Although the terms and conditions of the U.S. Offer and the Chilean Offer are
substantially similar, because of differences in law and market practice between
the United States and Chile, the rights of tendering Shareholders pursuant to
the U.S. Offer and the Chilean Offer are not identical. The most significant
difference is that Chilean law only permits a tender offer to be extended one
time for a period of five to fifteen calendar days. Thus, the maximum time
period that a Chilean tender offer can remain open is 45 calendar days. Under
certain circumstances (such as a change in the price offered per Share or other
material change in the terms of the U.S. Offer), U.S. tender offer regulations
may require an extension of the Expiration Date (as defined herein) of the U.S.
Offer to a date later than such 45th day. While the Purchaser presently intends
to make the offer periods for the U.S. Offer and the Chilean Offer the same, it
is possible that, due to requirements of applicable law or market practice,
holders of Remaining Shares tendering in the Chilean Offer will be paid either
before or after holders tendering in the U.S. Offer, although the price paid per
Share will be the same in both Offers.

How long do I have to decide whether to tender in the U.S. Offer?

You will have until 5:30 p.m., New York City time, on Wednesday, August 29,
2001, to tender your Remaining Shares and/or Remaining ADSs in the U.S. Offer,
unless the U.S. Offer is extended. Further, if you own Remaining ADSs and
cannot deliver everything that is required in order to make a valid tender by
that time, you may be able to use a guaranteed delivery procedure, which is
described later in this U.S. Offer to Purchase. See Sections 1 and 4.

Can the U.S. Offer be extended and under what circumstances?

The Purchaser expressly reserves the right, in its sole discretion but subject
to applicable law, to extend the period of time during which the U.S. Offer
remains open.

The Purchaser may also elect to provide a "subsequent offering period" for the
U.S. Offer. A subsequent offering period, if one is included, will be an
additional period of time beginning after the Purchaser has purchased Remaining
Shares tendered during the U.S. Offer, during which Remaining Shareholders may
tender, but not withdraw, their Remaining Shares and Remaining ADSs and receive
the offer consideration. The Purchaser does not currently intend to include a
subsequent offering period, although it reserves the right to do so. See
Section 1.

How will I be notified if the U.S. Offer is extended?

If the Purchaser extends the U.S. Offer, it will inform the Receiving Agent and
the Information Agent of that fact, and will make a public announcement of the
extension, not later than 9:00 a.m., New York City time, on the next business
day after the day on which the U.S. Offer was scheduled to expire. See Section
1.

Are there any conditions to the U.S. Offer?

The U.S. Offer is an unconditional offer to purchase your Remaining Shares
and/or Remaining ADSs. The Purchaser reserves the right to amend the U.S. Offer
in accordance with Section 14 to impose one or more conditions to the U.S.
Offer.

What are the conditions to the Chilean Offer?

The Chilean Offer is not subject to any conditions.

How do I tender my Remaining Shares and Remaining ADSs in the U.S. Offer?

To tender your Remaining Shares in the U.S. Offer, prior to 5:30 p.m., New York
City time, on Wednesday, August 29, 2001, unless the U.S. Offer is extended:

. you must deliver the Titulos representing your Remaining Shares, together with
a completed Form of Acceptance and all documents identified in the Form of
Acceptance, to the Receiving Agent at the address appearing on the back cover
page of this U.S. Offer to Purchase. If your Remaining Shares are held in
"street name," the Remaining Shares can be tendered by your nominee through
The Depository Trust Company; or

. the Receiving Agent must receive a confirmation of receipt of your Shares by
book-entry transfer and a properly completed and duly executed Form of
Acceptance together with all required documents.

To tender your Remaining ADSs in the U.S. Offer, prior to 5:30 p.m., New York
City time, on Wednesday, August 29, 2001, unless the U.S. Offer is extended:

. you must deliver your ADRs representing Remaining ADSs and a properly
completed and duly executed ADS Letter of Transmittal to the Receiving Agent
at the address appearing on the back cover page of this U.S. Offer to
Purchase. If your Remaining ADSs are held in "street name," the Remaining ADSs
can be tendered by your nominee through The Depository Trust Company;

. the Receiving Agent must receive a confirmation of receipt of your Remaining
ADSs by book-entry transfer; or

. if you cannot get any document or instrument that is required to be delivered
to the Receiving Agent by the expiration of the U.S. Offer, you may get extra
time to do so by having a broker, a bank or other fiduciary which is a member
of the Securities Transfer Agents Medallion Program or other eligible
institution guarantee that the missing item will be received by the Receiving
Agent within three New York Stock Exchange ("NYSE") trading days. For the
tender to be valid, however, the Receiving Agent must receive the missing
items within that three trading day period. See Section 4.

Until what time can I withdraw previously tendered Remaining Shares?

You can withdraw Remaining Shares or Remaining ADSs from the U.S. Offer at any
time until the U.S. Offer has expired and, if the Purchaser has not agreed by
September 28, 2001 to accept your Remaining Shares or Remaining ADSs for
payment, you can withdraw them at any time after such time until the Purchaser
accepts your Remaining Shares or Remaining ADSs for payment. This right to
withdraw will not apply to any subsequent offering period. See Sections 1 and
5.

How do I withdraw previously tendered Remaining Shares?

To withdraw Remaining Shares or Remaining ADSs, you must deliver a written or
facsimile notice of withdrawal with the required information to the Receiving
Agent while you still have the right to withdraw the Remaining Shares or
Remaining ADSs. See Section 5.

Does the Company support the U.S. Offer?

Each member of the Company's Board of Directors, a majority of which IVAX
appointed, has reviewed the Offers and has determined, in his or her individual
capacity, that the Offers are favorable to the Company's shareholders. The Board
members' statements of their position with respect to the Offers have been
mailed to the U.S. holders of Remaining Shares and the holders of Remaining ADSs
simultaneously with this U.S. Offer to Purchase.

What will happen to any Shares or ADSs remaining after the Offers?

The Purchaser is seeking 100% of the Remaining Shares, including Shares
represented by Remaining ADSs, in the Offers. However, there may be

Remaining Shares that remain outstanding following completion of the Offers.
The Purchaser does not have any present plans to effect a merger of the Company
following the completion of the Offers.

Will the Company continue as a public company?

Subject to applicable laws and rules of the Chilean authorities and the stock
exchanges, the Purchaser intends to cause the Company to delist the Shares from
the Chilean stock exchanges and has caused the Company to cease being subject to
the reporting requirements applicable to publicly traded companies in Chile. As
a result of the consummation of the Initial Tender Offer, the ADSs have ceased
being traded on the NYSE and the NYSE has commenced proceedings to delist the
ADSs. In addition, on July 12, 2001, the Company filed the necessary
documentation with the Commission to terminate the registration of the ADSs and
Shares and to suspend its obligation to file periodic reports with the
Commission. As a result, the Company no longer files periodic reports with the
Commission and, effective October 10, 2001, the ADSs and Shares will no longer
be registered under the Exchange Act.

If I decide not to tender, how will the U.S. Offer affect my Remaining Shares
and Remaining ADSs?

The purchase of Shares and ADSs in the Initial Tender Offer has substantially
reduced, and the purchase of Remaining Shares and Remaining ADSs in the Offers
will continue to reduce, the number of Remaining Shareholders.

At IVAX' request, the Company's Board of Directors called a meeting of its
shareholders to approve the Company's ceasing to be subject to the requirements
applicable to public companies in Chile. 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. As a result, the Company has
ceased to be a public company in Chile, and the Company will request that the
Shares cease to be listed on the Chilean stock exchanges, which will adversely
affect the market value and liquidity of the Shares.

In addition, upon consummation of the Offers and due to the delisting of the
ADSs from the NYSE, the further reduction of the number of Shares and ADSs which
are still in the hands of the public may be so small that there will no longer
be an active trading market (or, possibly, there may not be any trading market)
for the Shares or the ADSs. See the "Introduction" and Section 13.

What is the market value of my Shares and ADSs as of a recent date?

Between January 1, 2001 and March 31, 2001, the closing price of Shares ranged
between Ch$520.00 and Ch$585.00 per Share. On June 26, 2001, the last day on
which the Shares were traded, the closing price of the Shares on the Santiago
Stock Exchange was Ch$770.00.

Between January 1, 2001 and March 31, 2001, the closing price of ADSs ranged
between $18.00 and $21.00 per ADS. As a result of the Initial Tender Offer, the
ADSs have ceased being traded on the NYSE. On June 29, 2001, the last full day
of trading of the ADSs, the reported closing sales price of the ADSs on the NYSE
was US$24.95 per ADS.

Who can I talk to if I have questions about the U.S. Offer?

You can call D.F. King & Co., Inc., the Information Agent, toll free at (800)
758-5880.

To the U.S. Holders of Shares of Common Stock and
All Holders of American Depositary Shares of the Company:

INTRODUCTION

IVAX Holdings C.I., a Cayman Islands company and a wholly-owned subsidiary
of IVAX, hereby offers to purchase from all holders of ADSs and all U.S. holders
of Shares, other than IVAX or its affiliates, all outstanding Shares and ADSs
held by such persons at a price equal to $1.25 per Share and $25.00 per ADS, net
to the seller in cash and without interest thereon, in each case upon the terms
set forth in this U.S. Offer to Purchase and in the related Form of Acceptance,
ADS Letter of Transmittal and ADS Notice of Guaranteed Delivery.

Concurrent with the U.S. Offer, Inversiones Glaciar is offering to purchase
from all holders of Shares, other than IVAX or its affiliates, including U.S.
holders of Shares, all outstanding Shares held by such persons at a price per
Share equal to $1.25.

On May 31, 2001, IVAX, through the Purchaser and Inversiones Glaciar,
commenced a tender offer for all outstanding Shares and ADSs of the Company.
The Initial Tender Offer expired on June 29, 2001. Of the 316,000,000 Shares
outstanding prior to the consummation of the Initial Tender Offer, 314,795,539
Shares, or 99.6%, were acquired by the Purchaser or Inversiones Glaciar in the
Initial Tender Offer. As a result, Chilean law requires that IVAX commence the
Offers for all Remaining Shares (including Shares represented by Remaining
ADSs). The purpose of the Offers is to comply with Chilean law and to enable
IVAX to acquire the remaining .4% equity interest in the Company not
beneficially owned by IVAX or its affiliates.

In the event that the price per Share to be paid in the Chilean Offer is
increased, the Purchaser will make a corresponding increase to the price paid
per Share and ADS in the U.S. Offer.

The Offers are currently scheduled to expire at 5:30 p.m., New York City
time, on Wednesday, August 29, 2001.

Tendering holders of Remaining Shares whose Remaining Shares are registered
in their own name and who tender directly to the Receiving Agent will not be
obligated to pay brokerage fees, commissions or stock transfer taxes on the sale
of their Remaining Shares pursuant to the U.S. Offer. Tendering holders of
Remaining ADSs who have Remaining ADSs registered in their own name and who
tender directly to the Receiving Agent will not be obligated to pay brokerage
fees, commissions or, except as set forth in Instruction 6 of the ADS Letter of
Transmittal, transfer taxes on the sale of their Remaining ADSs pursuant to the
U.S. Offer. Tendering holders of Remaining Shares and tendering holders of
Remaining ADSs who own Remaining Shares and/or Remaining ADSs through a broker
or other nominee, and such broker or nominee tenders their Remaining Shares
and/or Remaining ADSs on their behalf, may have to pay a fee to such broker or
nominee. The Purchaser and IVAX will pay all charges and expenses of the
Receiving Agent and the Information Agent incurred in connection with the U.S.
Offer. See Section 17.

This U.S. Offer to Purchase and the related Form of Acceptance, ADS Letter
of Transmittal and ADS Notice of Guaranteed Delivery contain important
information and should be read carefully in their entirety before any decision
is made with respect to the U.S. Offer.

RELIEF GRANTED BY THE COMMISSION

In order to facilitate the making of the U.S. Offer, the Commission has
orally granted the Purchaser and its subsidiaries and IVAX and its subsidiaries,
certain exemptive relief from the provisions of Rule 14d-10 under the Exchange
Act (the "14d-10 Exemption") and Rule 14e-5 under the Exchange Act (the "14e-5
Exemption").

Rule 14d-10(a)(1) under the Exchange Act provides that no person shall make
a tender offer unless the offer is open to all security holders of the class of
securities subject to the tender offer. Accordingly, in the absence of
exemptive relief, the application of Rule 14d-10(a)(1) would prohibit the dual
structure of the Offers. The 14d-10 exemption permits the U.S. Offer to be open
only to U.S. holders of Remaining Shares and holders of Remaining ADSs.

Rule 14e-5 prohibits a person making a cash tender offer for an equity
security registered under Section 12 of the Exchange Act from, directly or
indirectly, purchasing or making any arrangement to purchase such equity
security or any security convertible into, or exchangeable for, such equity
security, otherwise than pursuant to the tender offer, from the time the offer
is publicly announced until its expiration. Accordingly, in the absence of the
exemptive relief, the application of Rule 14e-5 would prohibit the Purchaser and
its affiliates from purchasing Remaining Shares pursuant to the Chilean Offer.
The 14e-5 Exemption permits the purchase of Remaining Shares by the Purchaser
and its affiliates pursuant to the Chilean Offer during (but outside) the U.S.
Offer and the entering, by such persons, into such arrangements and agreements
and the taking by such persons of such other steps, as may be necessary or
advisable under Chilean law to effect the Chilean Offer.

The Commission has indicated that it will confirm in writing the exemptive
relief described above.

THE U.S. OFFER

1. Terms of the U.S. Offer; Expiration Date.

Upon the terms set forth in the U.S. Offer, the Purchaser will accept for
payment and pay for all Remaining Shares and Remaining ADSs that are validly
tendered by the Expiration Date and not withdrawn as provided in Section 5. The
term "Expiration Date" shall mean 5:30 p.m., New York City time, on Wednesday,
August 29, 2001, unless the Purchaser shall have extended the period of time in
which the U.S. Offer will remain open, in which event the term "Expiration Date"
shall mean the latest time and date on which the U.S. Offer, as so extended by
the Purchaser, shall expire. For a description of the Purchaser's right to
extend the period of time during which the U.S. Offer is open and to amend,
delay or terminate the U.S. Offer, see Sections 14 and 15.

The U.S. Offer is unconditional. The Purchaser reserves the right to amend
the U.S. Offer in accordance with Section 14 to impose one or more conditions on
the U.S. Offer.

This U.S. Offer to Purchase and the related Form of Acceptance, ADS Letter
of Transmittal and ADS Notice of Guaranteed Delivery will be mailed to record
holders of Remaining ADSs and holders of Remaining Shares who are U.S. holders
and will be furnished to brokers, banks and similar persons whose names, or the
names of whose nominees, appear on the Shareholder list or, if applicable, who
are listed as participants in a clearing agency's security position listing, for
subsequent transmittal to beneficial owners of Remaining ADSs and beneficial
owners of Remaining Shares who are U.S. holders.

2. Acceptance for Payment.

Upon the terms of the U.S. Offer, the Purchaser will accept for payment the
Remaining Shares and Remaining ADSs validly tendered by the Expiration Date and
not withdrawn, and promptly after the Expiration Date pay for such Remaining
Shares and Remaining ADSs. In addition, the Purchaser reserves the right, in
its sole discretion and subject to applicable law, to delay the acceptance for
payment or the payment for Remaining Shares and Remaining ADSs in order to
comply in whole or in part with any applicable law. For a description of the
Purchaser's right to terminate the U.S. Offer and not accept for payment or pay
for Remaining Shares and/or Remaining ADSs or to delay the acceptance for
payment or the payment for Remaining Shares and Remaining ADSs, see Section 14.

For purposes of the U.S. Offer, the Purchaser shall be deemed to have
accepted for payment tendered Remaining Shares and Remaining ADSs when and if
the Purchaser gives oral or written notice to the Receiving Agent of its
acceptance of the tenders of such Remaining Shares and Remaining ADSs. Payment
for Remaining Shares and Remaining ADSs accepted for payment pursuant to the
U.S. Offer will be made by deposit of the purchase price with the respective
Receiving Agent which will act as agent for the tendering Remaining Shareholders
for the purpose of receiving payments from the Purchaser and transmitting such
payments to tendering Remaining Shareholders. In all cases, payment for
Remaining Shares and Remaining ADSs accepted for payment pursuant to the U.S.
Offer will be made only after timely receipt by the Receiving Agent of Titulo(s)
or a certificate from the DCV for such Remaining Shares and by the Receiving
Agent of ADRs for such Remaining ADSs (or of a confirmation of a book-entry
transfer of such Remaining Shares and Remaining ADSs, into the respective
Receiving Agent's account at the Book-Entry Transfer Facility (as defined in
Section 4)), a properly completed and duly executed Form of Acceptance (in the
case of Remaining Shares) or ADS Letter of Transmittal (in the case of Remaining
ADSs) (or facsimiles thereof) and all other required documents. Accordingly,
payment may be made to tendering Remaining Shareholders at different times if
delivery of the Remaining Shares and Remaining ADSs and other required documents
occur at different times. For a description of the procedure for tendering
Remaining Shares and Remaining ADSs pursuant to the U.S. Offer, see Sections 3
and 4. Under no circumstances will interest be paid by the Purchaser on the
purchase price paid for Remaining Shares and Remaining ADSs pursuant to the U.S.
Offer regardless of any delay in making such payments.

If the Purchaser increases the purchase price to be paid for Remaining
Shares and Remaining ADSs pursuant to the Chilean Offer, the Purchaser will pay
such increased consideration for all Remaining Shares and Remaining ADSs
purchased pursuant to the U.S. Offer.

The purchase price for the Remaining ADSs will be paid in U.S. dollars.
The purchase price for the Remaining 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
Remaining Share is Ch$786.25. All tendering holders will bear exchange rate
risks and costs if they wish to convert the currency received into another
currency. In addition, the right of a holder of Remaining Shares to convert
Chilean pesos received upon the sale of its Remaining Shares pursuant to the
U.S. Offer into another currency and to expatriate these proceeds to a country
other than Chile may be affected by the terms of the foreign investment contract
pursuant to which such holder acquired its Remaining Shares.

The Purchaser reserves the right to transfer or assign, in whole or, from
time to time, in part, to one or more of its affiliates the right to purchase
Remaining Shares and Remaining ADSs tendered pursuant to the U.S. Offer, but any
such transfer or assignment will not relieve the Purchaser of its obligations
under the U.S. Offer or prejudice the rights of tendering Remaining Shareholders
to receive payment for Remaining Shares and Remaining ADSs validly tendered and
accepted for payment.

If any tendered Remaining Shares and Remaining ADSs are not purchased
pursuant to the U.S. Offer for any reason, or if certificates are submitted for
more Remaining Shares and Remaining ADSs than are tendered, certificates for
such unpurchased or untendered Remaining Shares and Remaining ADSs will be
returned (or, in the case of Remaining Shares and Remaining ADSs tendered by
book-entry transfer, such Remaining Shares and Remaining ADSs will be credited
to an account maintained at the Book-Entry Transfer Facility), without expense
to the tendering Shareholder, as promptly as practicable following the
expiration or termination of the U.S. Offer.

3. Procedure for Accepting the U.S. Offer -- Holders of Remaining Shares.

Any U.S. holders who hold Remaining Shares and who desire to accept the
U.S. Offer in respect of all or any portion of such holder's Remaining Shares
should complete Boxes 1 and 3 and, if appropriate, Box 4 and sign Box 2 of the
Form of Acceptance in accordance with the instructions printed thereon. An
accepting holder of Remaining Shares should submit the completed Form of
Acceptance, together with the following documents to the Receiving Agent at the
address set forth on the back cover of the U.S. Offer to Purchase:

(a) Titulo(s) evidencing ownership of Remaining Shares, if Remaining Shares
are held in certificated form,

(b) a certificate from the Company registry or the DCV evidencing the
number of Remaining Shares, if any, held on deposit at the DCV, the number of
Remaining Shares and original issued Remaining Shares, if any, held by the
holder, and indicating the liens or encumbrances that effect the Remaining
Shares,

(c) duly signed Traspaso(s) indicating the number of Remaining Shares and
the number of original issue Remaining Shares, if any, to be tendered, with the
date of such Traspaso(s) in blank,

(d) in the case of Remaining Shares held on deposit at the DCV, a letter to
the DCV instructing the DCV to perform a book-entry transfer in favor of the
Purchaser,

(e) in the case the U.S. holder is an individual, (i) a copy of the U.S.
holder's passport or photo identification card,

(f) in the case the U.S. holder is an entity, (i) a Secretary's certificate
certifying the name, title and specimen signature of an officer authorized to
execute the transfer documents and a copy of the entity's organizational
documents, and (ii) a copy of the passport or photo identification card of the
authorized officer, and

(g) any other documents requested by the Receiving Agent to evidence the
authority of the U.S. holder to tender and sell its Remaining Shares.

References in this Section to a holder of Remaining Shares shall include
references to the person or persons executing a Form of Acceptance and, in the
event of more than one person executing a Form of Acceptance, the provisions of
this Section shall apply to them jointly and severally.

Book-Entry Transfer. Remaining Shares held in book-entry form may be
tendered by sending or submitting by hand to the Receiving Agent at its address
set forth on the back cover of this U.S. Offer to Purchase a completed Form of
Acceptance, together with items (b) through (h) above.

Certificates of Title And/or Other Document(s) of Title. If the Titulo(s)
have been issued but have been lost or destroyed, the Form of Acceptance should
nevertheless be completed, signed and returned to the Receiving Agent as soon as
possible and the Titulo(s) should be forwarded as soon as possible thereafter
but in no event later than the Expiration Date. If the Titulo(s) are lost, the
holder of Remaining Shares should follow the procedures set forth in Article 21
of the Rules of Law 18.046 of the Chilean Companies Law and thereupon request
the Gerente General of the Company, at Avenida Maraton No. 1315, Santiago,
Chile, telephone (562) 365-5000 to issue substitute Titulo(s). When completed,
the new Titulo(s) must be submitted to the Receiving Agent, in accordance with
the above-described procedure, in support of the Form of Acceptance.

THE METHOD OF DELIVERY OF TITULO(S) FOR REMAINING SHARES AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER AND
THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE RECEIVING
AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE A TIMELY
DELIVERY. REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED FOR REMAINING SHARES SENT BY MAIL.

Form of Acceptance. Each holder of Remaining Shares by whom or on whose
behalf a Form of Acceptance is executed irrevocably undertakes, represents,
warrants and agrees to and with the Purchaser (so as to bind the holder and the
holder's personal representatives, heirs, successors and assigns) to the
following effect:

(a) that the execution of a Form of Acceptance shall constitute: (i) an
acceptance of the U.S. Offer in respect of the number of Remaining Shares
identified in Box 1 of the Form of Acceptance; and (ii) an undertaking to
execute all further documents and give all further assurances which may be
required to enable the Purchaser to obtain the full benefit of this Section 2
and/or perfect any of the authorities expressed to be given hereunder, on and
subject to the terms set out or referred to in this document and the Form of
Acceptance and that, subject only to the rights set out in Section 5, each such
acceptance shall be irrevocable;

(b) that the Remaining Shares in respect to which the U.S. Offer is
accepted or deemed to be accepted are fully paid and non-assessable sold free
from all liens, equities, charges and encumbrances and together with all rights
now or hereafter attaching thereto, including voting rights and the right to all
dividends, other distributions and interest payments hereafter declared, made or
paid;

(c) that the execution of the Form of Acceptance constitutes, subject to
the accepting holder not having validly withdrawn his or her acceptance, the
irrevocable appointment of the Receiving Agent acting on behalf of the
Purchaser, its directors and agents as such holder's attorney and/or agent (the
"Attorney") and an irrevocable instruction to the Attorney to complete and
execute his or her signed Traspaso(s) and all or any form(s) of transfer and/or
other document(s) at the discretion of the Attorney in relation to the Remaining
Shares referred to in paragraph (a) above in respect of which the accepting
holder of Remaining Shares has not validly withdrawn acceptance in favor of the
Purchaser or such other person or persons as the Purchaser may direct and to
deliver such form(s) of transfer and/or other document(s) at the discretion of
the Attorney together with the Titulo(s) and/or other document(s) of title
relating to such Remaining Shares and to do all such other acts and things as
may in the opinion of the Attorney be necessary or expedient for the purpose of,
or in connection with, the acceptance of the U.S. Offer and to vest in the
Purchaser or its nominee(s) the Remaining Shares as aforesaid;

(d) that the execution of the Form of Acceptance constitutes, subject to
the accepting holder of Remaining Shares not having validly withdrawn its
acceptance, an irrevocable authority and request (i) to the Company, its Gerente
General or its agents to procure the registration of the transfer of the
Remaining Shares pursuant to the U.S. Offer and the delivery of the new
Titulo(s) and/or other document(s) of title in respect thereof to

the Purchaser or as the Purchaser may direct; and (ii) to the Purchaser or its
agents to record and act upon any instructions with regard to notices and
payments which have been recorded in the records of the Company in respect of
such holder's holding(s) of Remaining Shares;

(e) that the holder of Remaining Shares will deliver to the Receiving Agent
at the address shown on the back page of the U.S. Offer to Purchase such
holder's Titulo(s) and/or document(s) of title in respect of the Remaining
Shares referred to in paragraph (a) or an indemnity acceptable to the Purchaser
in lieu thereof, as soon as possible;

(f) that this Section shall be incorporated in and form part of the Form of
Acceptance, which shall be read and construed accordingly; and

(g) that the holder agrees to ratify each and every act or thing which may
be done or effected by the Purchaser or any of its directors or agents or the
Company or its agents, as the case may be, in the proper exercise of any of its
power and/or authorities thereunder.

Partial Tenders. If fewer than all of the Remaining Shares delivered to
the Receiving Agent are to be tendered, the holder thereof should so indicate in
the Form of Acceptance by filling in the number of Remaining Shares which are to
be tendered in Box 1 of the Form of Acceptance. In such case, a new Titulo for
the remainder of the Remaining Shares represented by the old Titulo will be sent
to the person(s) signing such Form of Acceptance (or delivered as such person
properly indicates thereon) as promptly as practicable following the date the
tendered Remaining Shares are purchased.

ALL REMAINING SHARES DELIVERED TO THE RECEIVING AGENT WILL BE DEEMED TO
HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED. SEE INSTRUCTION 1 OF THE FORM OF
ACCEPTANCE.

Acceptance of U.S. Offer and representations by holder. The tender of
Remaining Shares pursuant to any one of the procedures described above will
constitute the tendering Shareholder's acceptance of the U.S. Offer, as well as
the tendering Shareholder's representation and warranty that (a) such
Shareholder owns the Remaining Shares being tendered within the meaning of Rule
14e-4 promulgated under the Exchange Act, (b) the tender of such Remaining
Shares complies with Rule 14e-4, (c) such Shareholder is a U.S. holder within
the meaning of Rule 14d-1(d), and (d) such Shareholder has the full power and
authority to tender and assign the Remaining Shares tendered, as specified in
the Form of Acceptance. The Purchaser's acceptance for payment of Remaining
Shares tendered pursuant to the U.S. Offer will constitute a binding agreement
between the tendering Shareholder and the Purchaser containing the terms of the
U.S. Offer.

Matters concerning validity, eligibility and acceptance. All questions as
to the form of documents and the validity, eligibility (including time of
receipt) and acceptance for payment of any tender of Remaining Shares will be
determined by the Purchaser, in its sole discretion, which determination shall
be final and binding. The Purchaser reserves the absolute right to reject any
or all tenders of Remaining Shares determined by it not to be in proper form or
the acceptance for payment of or payment for which may, in the opinion of the
Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute
right to waive any defect or irregularity in any tender of Remaining Shares.
None of the Purchaser, IVAX, the Receiving Agent, the Information Agent or any
other person will be under any duty to give notification of any defect or
irregularity in tenders or incur any liability for failure to give any such
notification.

If you are in any doubt about the procedure for tendering your Remaining
Shares into the U.S. Offer, please telephone the Information Agent at (800) 758-
5880 or the Receiving Agent at (800) 507-9357.

U.S. HOLDERS WHO HOLD REMAINING SHARES MAY, AT THEIR OPTION, TENDER THEIR
REMAINING SHARES INTO THE CHILEAN OFFER INSTEAD OF THE U.S. OFFER. ANY U.S.
HOLDER OF REMAINING SHARES WHO DESIRES TO ACCEPT THE CHILEAN OFFER SHOULD FOLLOW
THE PROCEDURES FOR TENDERING REMAINING SHARES INTO THE CHILEAN OFFER DESCRIBED
IN ANNEX I HERETO.

4. Procedure for Accepting the U.S. Offer - Holders of Remaining ADSs.

To tender Remaining ADSs pursuant to the U.S. Offer, (a) a properly
completed and duly executed ADS Letter of Transmittal (or facsimile thereof) and
all other documents required by the ADS Letter of Transmittal must be received
by the Receiving Agent at one of its addresses set forth on the back cover of
this U.S. Offer to Purchase and either ADRs for the Remaining ADSs to be
tendered must be received by the Receiving Agent at one of such addresses, (b) a
holder's Remaining ADSs must be delivered pursuant to the procedures for book-
entry transfer described below (and a confirmation of such delivery received by
the Receiving Agent including an Agent's Message (as defined below)) in each
case by the Expiration Date, or (c) the guaranteed delivery procedure described
below must be complied with. The term "Agent's Message" means a message,
transmitted by the Book-Entry Transfer Facility (as hereinafter defined) to and
received by the Receiving Agent and forming a part of a book-entry confirmation
which states that the Book-Entry Transfer Facility has received an express
acknowledgment from the participant tendering the Remaining ADSs which are the
subject of such book-entry confirmation that such participant has received and
agrees to be bound by the terms of the ADS Letter of Transmittal and that the
Purchaser may enforce such agreement against such participant.

Book-entry delivery. The Receiving Agent will establish an account with
respect to the Remaining ADSs at The Depository Trust Company ("Book-Entry
Transfer Facility") for purposes of the U.S. Offer within two business days
after the date of this U.S. Offer to Purchase, and any financial institution
that is a participant in the system of the Book-Entry Transfer Facility may make
delivery of Remaining ADSs by causing the Book-Entry Transfer Facility to
transfer such Remaining ADSs into the Receiving Agent's account in accordance
with the procedures of the Book-Entry Transfer Facility. However, although
delivery of Remaining ADSs may be effected through book-entry transfer, an
Agent's Message and any other required documents must, in any case, be received
by the Receiving Agent at one of its addresses set forth on the back cover of
this U.S. Offer to Purchase by the Expiration Date, or the guaranteed delivery
procedure described below must be complied with. Delivery of the ADS Letter of
Transmittal and any other required documents to the Book-Entry Transfer Facility
does not constitute delivery to the Receiving Agent.

Partial tenders. If fewer than all of the Remaining ADSs evidenced by ADRs
delivered to the Receiving Agent are to be tendered, the holder thereof should
so indicate in the ADS Letter of Transmittal by filling in the number of
Remaining ADSs which are to be tendered in the box entitled "Number of Remaining
ADSs Tendered" in the ADS Letter of Transmittal. In such case, a new ADR for
the untendered Remaining ADSs represented by the old ADR will be sent to the
person(s) signing such ADS Letter of Transmittal (or delivered as such person
properly indicates thereon) as promptly as practicable following the date the
tendered Remaining ADSs are accepted for payment.

ALL REMAINING ADSs DELIVERED TO THE RECEIVING AGENT WILL BE DEEMED TO HAVE
BEEN TENDERED UNLESS OTHERWISE INDICATED. SEE INSTRUCTION 4 OF THE ADS LETTER
OF TRANSMITTAL.

Signature guarantees. Except as otherwise provided in the next sentence,
all signatures on an ADS Letter of Transmittal must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) which is a participant in the Securities Transfer Agents Medallion
Program (STAMP), the Stock Exchanges Medallion Program (SEMP) or the NYSE
Medallion Program (MSP) (an "Eligible Institution"). Signatures on an ADS
Letter of Transmittal need not be guaranteed (a) if the ADS Letter of
Transmittal is signed by the registered holder(s) of the Remaining ADSs tendered
therewith and such holder(s) have not completed either the box entitled "Special
Delivery Instructions" or the box entitled "Special Issuance Instructions" on
the ADS Letter of Transmittal or (b) if such Remaining ADSs are tendered for the
account of an Eligible Institution. See Instructions 1 and 5 of the ADS Letter
of Transmittal.

Guaranteed delivery. If a Shareholder desires to tender Remaining ADSs
pursuant to the U.S. Offer and cannot deliver such Remaining ADSs and all other
required documents to the Receiving Agent by the Expiration Date, or such
Shareholder cannot complete the procedure for delivery by book-entry transfer on
a timely basis, such Remaining ADSs may nevertheless be tendered if all of the
following conditions are met:

(a) such tender is made by or through an Eligible Institution;

(b) a properly completed and duly executed ADS Notice of Guaranteed
Delivery substantially in the form provided by the Purchaser is received by the
Receiving Agent (as provided below) by the Expiration Date; and

(c) the ADRs for such Remaining ADSs, together with a properly completed
and duly executed ADS Letter of Transmittal (or facsimile thereof) with any
required signature guarantee (or, in the case of Remaining ADSs held in book
entry form, a timely confirmation of a book-entry transfer of such Remaining
ADSs into the Receiving Agent's account at the Book-Entry Transfer Facility
together with an Agent's Message), are received by the Receiving Agent within
three NYSE trading days after the date of execution of the ADS Notice of
Guaranteed Delivery.

The ADS Notice of Guaranteed Delivery may be delivered by hand or mail or
transmitted by telegram, telex or facsimile transmission to the Receiving Agent
and must include a guarantee by an Eligible Institution in the form set forth in
such Notice.

Notwithstanding any other provisions hereof, payment for Remaining ADSs
accepted for payment pursuant to the U.S. Offer will in all cases be made only
after receipt by the Receiving Agent within the permitted period of time of ADRs
evidencing such Remaining ADSs, or of book-entry confirmation with respect to, a
properly completed and duly executed ADS Letter of Transmittal (or facsimile
thereof), together with any required signature guarantees (or, in the case of
book-entry transfer, an Agent's Message) and any other documents required by the
ADS Letter of Transmittal. Accordingly, payment might not be made to all
tendering Remaining Shareholders at the same time and will depend upon when ADRs
evidencing such Remaining ADSs are received by the Receiving Agent or book-entry
confirmations with respect to such Remaining ADSs are received into the
Receiving Agent's account at the Book-Entry Transfer Facility.

THE METHOD OF DELIVERY OF REMAINING ADSs AND ALL OTHER REQUIRED DOCUMENTS,
INCLUDING THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF
THE TENDERING SHAREHOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE RECEIVING AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD
BE ALLOWED TO ENSURE A TIMELY DELIVERY. REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED FOR REMAINING ADSs SENT BY MAIL.

Acceptance of U.S. Offer and representations by holder. The tender of
Remaining ADSs pursuant to any one of the procedures described above will
constitute the tendering Shareholder's acceptance of the U.S. Offer, as well as
the tendering Shareholder's representation and warranty that (a) such
Shareholder owns the Remaining ADSs being tendered within the meaning of Rule
14e-4 promulgated under the Exchange Act, (b) the tender of such Remaining ADSs
complies with Rule 14e-4, and (c) such Shareholder has the full power and
authority to tender and assign the Remaining ADSs tendered, as specified in the
ADS Letter of Transmittal. The Purchaser's acceptance for payment of Remaining
ADSs tendered pursuant to the U.S. Offer will constitute a binding agreement
between the tendering Shareholder and the Purchaser containing the terms of the
U.S. Offer.

Matters concerning validity, eligibility and acceptance. All questions as
to the form of documents and the validity, eligibility (including time of
receipt) and acceptance for payment of any tender of Remaining ADSs will be
determined by the Purchaser, in its sole discretion, which determination shall
be final and binding. The Purchaser reserves the absolute right to reject any
or all tenders of Remaining ADSs determined by it not to be in proper form or
the acceptance for payment of or payment for which may, in the opinion of the
Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute
right to waive any defect or irregularity in any tender of Remaining ADSs. None
of the Purchaser, IVAX, the Receiving Agent, the Information Agent or any other
person will be under any duty to give notification of any defect or irregularity
in tenders or incur any liability for failure to give any such notification.

If you are in any doubt about the procedure for tendering Remaining ADSs,
please telephone the Information Agent at (800) 758-5880 or the Receiving Agent
at (800) 507-9357.

5. Withdrawal Rights.

Tenders of Remaining Shares and Remaining ADSs made pursuant to the U.S.
Offer may be withdrawn at any time prior to the Expiration Date. Thereafter,
such tenders are irrevocable, except that they may be withdrawn after September
28, 2001 unless theretofore accepted for payment as provided in this U.S. Offer
to Purchase. If the Purchaser extends the period of time during which the U.S.
Offer is open, is delayed in accepting for payment or paying for Remaining
Shares and Remaining ADSs, or is unable to accept for payment or pay for
Remaining Shares and Remaining ADSs pursuant to the U.S. Offer for any reason,
then, without prejudice to the Purchaser's rights under the U.S. Offer, the
Receiving Agent may, on behalf of the Purchaser retain all Remaining Shares and
Remaining ADSs tendered, and such Remaining Shares and Remaining ADSs may not be
withdrawn except as otherwise provided in this Section 5. Any such delay will
be an extension of the U.S. Offer to the extent required by law.

For a withdrawal to be effective, a written, telegraphic, telex or
facsimile transmission notice of withdrawal must be timely received by the
respective Receiving Agent at the address set forth on the back cover of this
U.S. Offer to Purchase and must specify the name of the person who tendered the
Remaining Shares and/or Remaining ADSs to be withdrawn and the number of
Remaining Shares and/or Remaining ADSs to be withdrawn and the name of the
registered holder of Remaining Shares and/or Remaining ADSs, if different from
that of the person who tendered such Remaining Shares and/or Remaining ADSs. If
the Remaining Shares and/or Remaining ADSs to be withdrawn have been delivered
to the Receiving Agent, a signed notice of withdrawal with (except in the case
of Remaining Shares and Remaining ADSs tendered by an Eligible Institution)
signatures guaranteed by an Eligible Institution must be submitted prior to the
release of such Remaining Shares and/or Remaining ADSs. In addition, such
notice must specify, in the case of Remaining Shares and Remaining ADSs tendered
by delivery of certificates, the name of the registered holder (if different
from that of the tendering Shareholder) and the serial numbers shown on the
particular Titulos and/or ADRs evidencing the Remaining Shares and/or Remaining
ADSs to be withdrawn or, in the case of Remaining Shares and/or Remaining ADSs
tendered by book-entry transfer, the name and number of the account at the Book-
Entry Transfer Facility to be credited with the withdrawn Remaining Shares
and/or Remaining ADSs. Withdrawals may not be rescinded, and Remaining Shares
and Remaining ADSs withdrawn will thereafter be deemed not validly tendered for
purposes of the U.S. Offer. However, withdrawn Remaining Shares and Remaining
ADSs may be re-tendered by again following one of the procedures described in
Section 3 or Section 4, as applicable, at any time prior to the Expiration Date.

All questions as to the form and validity (including time of receipt) of
any notice of withdrawal will be determined by the Purchaser, in its sole
discretion, which determination shall be final and binding. None of the
Purchaser, IVAX, the Receiving Agent, the Information Agent or any other person
will be under any duty to give notification of any defect or irregularity in any
notice of withdrawal or incur any liability for failure to give any such
notification.

6. Certain Tax Considerations.

The following describes the material U.S. federal income tax and Chilean
tax consequences of the sale of Remaining Shares and/or Remaining ADSs pursuant
to the U.S. Offer.

For purposes of this discussion, a "U.S. Holder" is a holder of Remaining
Shares or Remaining ADSs that is, for U.S. federal income tax purposes (a) a
citizen or resident of the United States, (b) a corporation or other entity
taxable as a corporation created or organized in or under the laws of the United
States, any state thereof or the District of Columbia, (c) an estate the income
of which is subject to U.S. federal income taxation regardless of its source or
(d) a trust if (i) a U.S. court can exercise primary supervision over the
administration of such trust and (ii) one or more U.S. persons have the
authority to control all of the substantial decisions of such trust. In the
case of a partnership or other entity taxable as a partnership, any partner
described in any of (a) through (d) of this paragraph is also generally treated
as a U.S. Holder. In addition, a person who transferred property to certain
kinds of trusts, or who is a beneficiary of an estate or certain kinds of trusts
and receives distributions from such an estate or trust, may be taxable with
respect to income of the estate or trust arising from the exchange of Remaining
ADSs rather than taxation being imposed on the estate or trust itself, and such
a person should consult their tax advisor regarding the income tax consequences
to them of the U.S. Offer because the discussion below does not address this
particular situation. A "Non-U.S. Holder" is a holder of Remaining Shares or
Remaining ADSs that is not a U.S. Holder.

U.S. Federal Income Tax Consequences

The following discussion is based upon United States federal income tax
laws presently in force. This discussion is not a full description of all tax
considerations that may be relevant to a decision to sell Remaining Shares
and/or Remaining ADSs pursuant to the U.S. Offer. In particular, this
discussion deals only with Remaining Shares and/or Remaining ADSs that are held
as capital assets as defined in Section 1221 of the United States Internal
Revenue Code of 1986, as amended (the "Code") and does not address the tax
treatment of persons that are subject to special treatment under the U.S.
federal income tax laws. Such persons include, but are not limited to (a)
banks, financial institutions, securities dealers or traders and insurance
companies, (b) tax-exempt entities, (c) persons that hold Remaining Shares
and/or Remaining ADSs as a hedge or as part of a straddle or "conversion
transaction" with other investors for tax purposes, and persons whose functional
currency is not the United States dollar, (d) persons owning directly,
indirectly or by attribution, currently or during the past five years, 10% or
more of the Remaining Shares and/or Remaining ADSs, (e) persons who acquired
Remaining Shares and/or Remaining ADSs pursuant to the exercise of an employee
stock option or otherwise as compensation or (f) certain expatriates or former
long-term residents of the United States. Moreover, the effect of any
applicable United States state or local tax laws is not discussed herein.

U.S. Holders

Sale of Remaining Shares and/or Remaining ADSs. Each U.S. Holder will
recognize capital gain or loss on the sale of Remaining Shares or Remaining ADSs
pursuant to the U.S. Offer in an amount equal to the difference between the
amount of cash received and such U.S. Holder's adjusted basis in the Remaining
Shares or Remaining ADSs. In general, any gain or loss recognized upon the sale
of Remaining Shares or Remaining ADSs pursuant to the U.S. Offer will be treated
as long-term capital gain or loss if the Remaining Shares or Remaining ADSs have
been held for more than one year and otherwise as short-term capital gain or
loss. However, if the Company is or has been a Passive Foreign Investment
Company ("PFIC") at any time since 1986, gain recognized by a U.S. Holder may be
treated as ordinary income, and the tax due on such income may be subject to an
interest charge, under certain circumstances. In general, under Section 1297 of
the Code, a foreign corporation may be a PFIC with respect to a taxable year if
75% or more of its gross income for such year is passive income, as defined in
the Code, or if at least 50% of its average percentage of assets, as defined in
the Code, held during the taxable year produce or are held for the production of
passive income. U.S. Holders are urged to consult their tax advisors regarding
the specific tax consequences if the Company was a PFIC.

Any gain recognized by a U.S. Holder generally will be treated as U.S.
source income. Consequently, in the case of a disposition of Remaining Shares
(which, unlike a disposition of Remaining ADSs, will be taxable in Chile), the
U.S. Holder would not be able to utilize the foreign tax credit for Chilean tax
imposed on the gain unless the U.S. Holder appropriately can apply the credit
against tax due on income from foreign sources. For foreign tax credit
purposes, any loss recognized by a U.S. Holder generally will be allocated to
U.S. source income, except that such a loss will be allocated to foreign source
income to the extent the U.S. Holder has received certain dividends in the 24
months prior to recognizing the loss.

Backup Withholding Tax. A. U.S. Holder may be subject to backup
withholding at the rate of 31% on the proceeds from the sale of Remaining Shares
or Remaining ADSs pursuant to the U.S. Offer. To prevent backup withholding,
each U.S. Holder who accepts the U.S. Offer must provide the respective
Receiving Agent with the holder's correct taxpayer identification number and
certify that such holder is exempt from or otherwise not subject to backup
withholding by completing the Substitute Form W-9 included with the ADS Letter
of Transmittal or with the Form of Acceptance. For further information
concerning backup withholding and instructions for completing the Substitute
Form W-9, consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number of Substitute Form W-9."

Non-U.S. Holders

Sale Of Remaining Shares and/or Remaining ADSs. Subject to the discussion
of backup withholding below, a Non-U.S. Holder will generally not be subject to
United States federal income or withholding tax on gain realized on the sale of
Remaining Shares or Remaining ADSs pursuant to the U.S. Offer unless (a) such
gain is

effectively connected with such Non-U.S. Holder's conduct of a trade or business
within the United States (or, in the case of a country which has a tax treaty
with the United States, such gain is attributable to a permanent establishment
or fixed place of business in the United States) or (b) such gain is realized by
an individual Non-U.S. Holder who is present in the United States for at least
183 days in the taxable year of the sale and certain other conditions are met.

Backup Withholding. A Non-U.S. Holder may be subject to backup withholding
at the rate of 31% on the proceeds from the sale of Remaining Shares or
Remaining ADSs pursuant to the U.S. Offer. To prevent backup withholding, each
Non-U.S. Holder who accepts the U.S. Offer must provide the Receiving Agent with
a completed Form W-8 Certificate of Foreign Status prior to receipt of any
payment. A Form W-8 Certificate of Foreign Status may be obtained from the
Receiving Agent.

THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY
AND IS BASED UPON LAWS, REGULATIONS, RULINGS AND DECISIONS NOW IN EFFECT, ALL OF
WHICH ARE SUBJECT TO CHANGE (POSSIBLY RETROACTIVELY). HOLDERS OF REMAINING
SHARES AND/OR REMAINING ADSs ARE URGED TO CONSULT THEIR TAX ADVISORS WITH
RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE U.S. OFFER TO THEM, INCLUDING
THE APPLICATION AND EFFECT OF THE ALTERNATIVE MINIMUM TAX, AND STATE, LOCAL AND
FOREIGN TAX LAWS.

Chilean Tax Consequences For U.S. Holders

Any gain recognized by an individual who is not domiciled or resident in
Chile or any legal entity that is not organized under the laws of Chile and does
not have a permanent establishment in Chile (a "Non-Chilean Holder") upon the
sale of the Remaining ADSs pursuant to the U.S. Offer will not be subject to
Chilean taxation.

Gains recognized by a Non-Chilean Holder upon the sale of Remaining Shares
pursuant to the U.S. Offer will currently be subject to the following taxes: (i)
a 15% fixed tax rate, provided that (x) such Remaining Shares have been held for
at least one year, (y) the Non-Chilean Holder is not considered to be
customarily engaged in the buying and selling of shares, and (z) such transfer
is not made to a person related to such person; or (ii) in case any of the three
requirements set forth in (i) is not met, such gains will be added to the net
taxable earnings of such person and, as such, are subject to a 15% first
category tax, plus the additional tax at a rate of 35%, minus a credit for the
15% first category tax already paid on these capital gains. Withholdings on
such capital gains are applicable under Chilean law based on different rates
depending on the final payable tax rate described above.

Any gain recognized by any person other than a Non-Chilean Holder (a
"Chilean Holder") upon the sale of the Remaining ADSs pursuant to the US Offer
will be subject to Chilean income taxes by adding such gain to the taxable
income of such Chilean Holder and applying to such income the tax rate which
would otherwise be applicable on such Chilean Holder's income under Chilean law.

No Chilean stamp, issue, registration or similar taxes or duties will apply
to the sale of Remaining ADSs or the Remaining Shares pursuant to the Offer.

BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, YOU SHOULD CONSULT YOUR TAX
ADVISOR REGARDING THE APPLICABILITY OF THE RULES DISCUSSED ABOVE TO YOU AND THE
PARTICULAR TAX EFFECTS TO YOU OF THE U.S. OFFER.

7. Price Range of Shares and ADSs; Dividends.

Price Range of Shares. The Shares are listed and traded on the Bolsa de
Comercio de Santiago (the "Santiago Stock Exchange") under the symbol "LabChile"
as reported. As of the date of this U.S. Offer to Purchase, there are
316,000,000 Shares outstanding, 314,825,539 of which are beneficially owned by
IVAX or its affiliates. The following table sets forth, for the periods
indicated, the quarterly high and low per Share closing prices of the Shares in
Chilean pesos ("Ch$") as reported on the Santiago Stock Exchange. The following
information reflects nominal Chilean peso amounts as of the trade dates and has
not been restated in constant Chilean pesos.

High Low
------ ------

Calendar Year 2001
First Quarter........................... 585.00 520.00
Second Quarter (through June 26, 2001).. 770.00 563.00

Calendar Year 2000
First Quarter........................... 650.00 495.00
Second Quarter.......................... 570.00 485.00
Third Quarter........................... 515.00 440.00
Fourth Quarter.......................... 530.00 440.00

Calendar Year 1999
First Quarter........................... 390.00 290.00
Second Quarter.......................... 486.00 379.00
Third Quarter........................... 510.00 450.00
Fourth Quarter.......................... 500.00 425.00

On May 18, 2001, the last full day of trading on the Santiago Stock
Exchange prior to the public announcement of the Initial Tender Offer, the
reported closing sales price of the Shares on the Santiago Stock Exchange was
Ch$745.00 per Share. Although the Shares are still listed for trading on the
Santiago Stock Exchange, the last reported trade for the Shares was on June 26,
2001. The reported closing sales price of the Shares on the Santiago Stock
Exchange on that date was Ch$770.00 per Share. Holders of Remaining Shares are
urged to obtain a current market quotation for the Shares.

Price range of ADSs. The ADSs were traded on the NYSE under the
symbol "LBC." As a result of the consummation of the Initial Tender Offer, the
ADSs ceased to be traded on the NYSE. Each ADS represents 20 Shares. As of the
date of this U.S. Offer to Purchase, there are 3,149,026 ADSs outstanding,
3,128,292 of which are beneficially owned by IVAX or its affiliates. The
following table sets forth, for the periods indicated, the quarterly high and
low closing prices of the ADSs in U.S. dollars as reported by the NYSE.

High Low
----- -----

Calendar Year 2001
First Quarter........................... 21.00 18.00
Second Quarter (through June 29, 2001).. 25.05 19.00

Calendar Year 2000
First Quarter........................... 25.13 18.81
Second Quarter.......................... 22.69 17.88
Third Quarter........................... 19.38 16.13
Fourth Quarter.......................... 18.44 15.44

Calendar Year 1999
First Quarter........................... 15.88 11.44
Second Quarter.......................... 19.38 15.50
Third Quarter........................... 19.50 17.19
Fourth Quarter.......................... 18.50 15.88

On May 18, 2001, the last full day of trading on the NYSE prior to the
public announcement of the Initial Tender Offer, the reported closing sales
price of the ADSs on the NYSE was US$24.42 per ADS. On June 29, 2001, the last
full day of trading of the ADSs, the reported closing sales price of the ADSs on
the NYSE was US$24.95 per ADS.

Dividends. The table below sets forth the nominal Chilean peso amount of
dividends per Share and U.S. dollar amount of dividends per ADS (each ADS
representing 20 Shares) for fiscal years 1998, 1999 and 2000, as reported in the
Company's Form 20-F for the fiscal year ended December 31, 2000 ("Company 20F"),
paid in respect of each of the years indicated. Per ADS amounts are based on
nominal peso amounts converted at the Observed Exchange Rate on the respective
dates of payment and do not reflect any deduction of Chilean withholding taxes.

Per Share Per ADS
-------------------------
(CH$) ($)
-------------------------

1998............................................. 22.50 0.95
1999............................................. 27.00 1.03
2000............................................. 34.00 1.18

At IVAX' request, the Company's Board of Directors called a meeting of
its shareholders 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 does not currently intend to
approve any payment of dividends to the Company's shareholders.

8. Certain Information Concerning the Company.

The following and other information contained in this U.S. Offer to
Purchase concerning the Company is taken from the Company 20-F filed with the
Commission prior to the consummation of the Initial Tender Offer. Although
neither the Purchaser nor IVAX have any knowledge that would indicate that any
statements contained herein based upon such reports and documents are untrue,
the Purchaser and IVAX take no responsibility for the accuracy or completeness
of the information contained in such reports and other documents.

The Company is a Chilean pharmaceutical company that manufactures,
markets and distributes a diversified pharmaceutical product line of mostly
human pharmaceutical and animal health products, which are not patented in the
countries in which it sells. As part of its export strategy, the Company has
entered into distribution agreements with third parties in fourteen Latin
American countries. The Company is also present in the Peruvian market through
its wholly-owned subsidiary Newpharm S.A. ("Newpharm"), which distributes the
Company's products in Peru.

In addition, through Laboratorios Armstrong S.A.C.I.F. ("Armstrong"),
a wholly owned Argentine pharmaceutical subsidiary, the Company is a local
manufacturer of pharmaceutical products in Argentina. The Company believes,
based on available sales data, that it is ranked among the top ten
pharmaceutical companies operating in Argentina.

In Chile, the Company currently manufactures and distributes 359
products packaged in 815 presentations, covering a broad range of therapeutic
categories, including: antibiotic, analgesic, anti-inflammatory, cardiovascular,
neurological, digestive, respiratory, dermatological, gynecological and
ophthalmologic drugs, vitamins and minerals. In Argentina, the Company
manufactures and distributes 89 products in 215 presentations, mainly covering
eleven therapeutic categories. In Peru, the Company sells 290 products packaged
in 989 presentations.

The Company's strategy for the Chilean market emphasizes selling
higher-margin products in the mix of its sales. One main element of this
strategy is the introduction and promotion of branded products which provide
higher margins. With 83 new products and extensions launched in 2000, the
Company has introduced a total of 365 new branded products since 1990, more than
any other Chilean manufacturer.

The Company has focused its business strategy in Argentina on
increasing sales and market share of branded products in selected therapeutic
categories where they enjoy an established relationship and reputation in the
medical community. During 2000, the Company focused its efforts on completing
the merger and reorganization of its Argentinean operations.

In Peru, the Company distributes products mainly manufactured in Chile
through its subsidiary, Newpharm. The Company's business strategy in Peru is to
enhance Newpharm's position as a distributor of pharmaceutical and cosmetic
products. In addition to selling the Company's generic products, primarily
those with higher margins or that support the sales of branded products,
Newpharm seeks to develop demand for the Company's branded products. Newpharm
is also developing its business by distributing products manufactured by other
producers. The economic instability in Peru during 2000 resulted in a
significant decrease of purchases by institutional buyers. As a result, the
Company shifted its strategy to increasing its presence in the retail market
which is less sensitive to downward price pressures than the institutional
market.

The Company is organized under the laws of the Republic of Chile and
has its principal executive offices located at Avenida Maraton No. 1315,
Santiago, Chile Telephone: (562) 365-5000.

Financial Information. The following table sets forth summary
financial data for the Company as of and for the five-year period ended December
31, 2000. The financial data for each of the fiscal years have been derived
from, and are qualified by reference to the Company's financial statements,
which Arthur Andersen Langton Clarke in Chile, the Company's independent
certified public accountants, have audited. The Financial Statements are
prepared in accordance with Chilean GAAP, which differ in certain significant
respects from U.S. GAAP.

As of and for the year ended December 31,
--------------------------------------------------------------------------------------------
1996 1997 1998 (1) 1999 2000 2000
--------------------------------------------------------------------------------------------
(millions of Ch$)(2) (millions of US$)(2)(3)

Income Statement Data:
Chilean GAAP:
Net sales Ch$54,675 Ch$92,343 Ch$93,731 Ch$98,017 Ch$99,226 US$173.0
Gross margin 32,418 58,928 62,802 65,651 70,177 122.0
Operating income 10,588 21,015 22,796 22,821 25,649 45.0
Non-operating results (2,568) (10,004) (8,939) (7,336) (7,158) (12.5)
Income taxes (1,244) 3,371 4,099 4,538 5,237 9.0
Net income 6,075 6,302 9,758 10,947 13,254 23.1
Operating income per share 34.2 66.5 72.1 72.2 81.2 0.14
Operating income per ADS 670.1 1,330.1 1,442.8 1,444.4 1,623.4 2.85
Net income per share 19.6 19.9 30.9 34.6 41.9 0.07
Net income per ADS 391.6 398.9 618.6 692.8 838.9 1.46
Weighted average shares 310 316 316 316 316 316
outstanding (in millions)
Dividends per share 18.9 9.9 24.1 28.2 34.2 0.06
Dividends per ADS 378 198 482 564 684 1.2
Diluted net income per share 19.6 19.9 30.9 34.6 41.9 0.07
Diluted net income per ADS 391.6 398.9 618.6 692.8 838.9 1.46
U.S. GAAP:
Net income 7,851 9,083 9,595 11,836 13,544 236
Net income per share 25.3 28.8 30.4 37.5 42.9 0.07
Net income per ADS 507 576 607 750 857 1.49
Weighted average shares 310 316 316 316 316 316
outstanding (in millions)

Balance Sheet Data:
Chilean GAAP:
Total assets Ch$94,919 Ch$121,190 Ch$123,031 Ch$117,758 Ch$121,914 US$212.5
Net assets 48,024 51,854 53,851 55,831 59,643 104.0
Long term liabilities 31,418 26,840 20,200 13,999 21,301 37.1
Capital stock 36,108 36,108 36,134 36,134 36,134 63.0
Total shareholders' equity 48,024 51,854 53,851 55,831 59,643 104.0

U.S. GAAP:
Total assets 98,244 127,296 129,470 124,822 130,445 210.8
Long term liabilities 31,418 26,840 20,200 13,999 21,151 37.1
Total shareholders' equity 51,349 56,069 60,290 63,832 68,221 118.9

- ----------------------------

Note: Calculation discrepancies are due to rounding
(1) Beginning January 1, 1998, the Company adopted Technical Bulletin ("BT")
64, thereby restating its foreign investments, excluding the Peruvian
subsidiary Newpharm, in US dollars. Previously the Company used the
Chilean peso as the functional currency for its foreign investments. In
addition, as permitted by the Chilean Superintendency of Securities and
Insurance, for any period commencing on or after January 1, 1998, the
Company extended the amortization period of goodwill to twenty years.
These changes are further explained in Notes 4 and 41(h) to the Financial
Statements. Newpharm continues to be measured in Chilean pesos as it is
considered to be an extension of the Chilean operations.
(2) Except share, per share and per ADS data.
(3) Chilean peso amounts have been translated into U.S. dollars at the rate of
Ch$573.65:US$1.00, the Observed Exchange Rate for December 31, 2000.

Available Information. The Company was subject to the informational
requirements of the Exchange Act applicable to foreign private issuers with
securities registered under Section 12 of the Exchange Act and in accordance
therewith filed reports and other information with the Commission relating to
its business, financial condition and other matters. Such reports and other
information may be inspected at the public reference facilities maintained by
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and should also be available for inspection and copying at prescribed
rates at the regional offices of the Commission in New York (7 World Trade
Center, Suite 1300, New York, New York 10048) and Chicago (Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-5211). Copies of such
material can also be obtained from the Public Reference Section of the
Commission in Washington, D.C. 20549, at prescribed rates. Such material should
also be available for inspection at the library of the NYSE, 20 Broad Street,
New York, New York 10005, on which the Remaining ADSs are traded. The
Commission also maintains a website at http://www.sec.gov on which information
filed by the Company with the Commission with respect to the U.S. Offer will be
available.

On July 12, 2001, the Company filed the necessary documentation with the
Commission to terminate the registration of the ADS and Shares and to suspend
its duty to file periodic reports with the Commission. As a result, the Company
no longer files periodic reports with the Commission and, effective October 10,
2001, the ADSs and Shares will no longer be registered under the Exchange Act.

9. Certain Information Concerning the Purchaser and IVAX.

The Purchaser. The Purchaser is a newly incorporated Cayman Islands
company. All of the issued and outstanding capital stock of the Purchaser is
beneficially owned directly by IVAX. The principal executive offices of the
Purchaser are located at 4400 Biscayne Boulevard, Miami, Florida 33137
Telephone: (305) 575-6000. The name, business address, principal occupation or
employment, employment history and citizenship of each director and officer of
the Purchaser and certain other information are set forth in Schedule I hereto.

IVAX. IVAX is a Florida corporation. The principal executive offices of
IVAX are located at 4400 Biscayne Boulevard, Miami, Florida 33137 Telephone:
(305) 575-6000. The name, business address, principal occupation or employment,
employment history and citizenship of each director and officer of IVAX and
certain other information are set forth in Schedule I hereto.

IVAX is a multinational company engaged in the research, development,
manufacture and marketing of pharmaceutical products. IVAX has grown through
the development of proprietary and brand-equivalent products and through
strategic acquisitions, focused primarily on countries whose pharmaceutical
markets are developing, where there is the greatest growth potential.

IVAX' full line of brand-equivalent drugs includes the first FDA-approved
equivalent to branded Taxol(R), a $1.5 billion oncology drug, and it has
marketing applications pending for many other products that are equivalent to
important branded drugs. Based on IVAX' unique patented inhalers, it has built
a strong franchise in the asthma market, and it is expanding that franchise by
conducting studies to support marketing applications for respiratory products in
the United States and in other markets served by IVAX' global marketing network.
IVAX' product pipeline also includes novel compounds that it has discovered or
licensed from third parties, some of which have already successfully completed
Phase II clinical trials and are now undergoing Phase III trials, which is the
final step before submission of applications for marketing approval.

IVAX' business has grown significantly during the past year. During 2000,
IVAX generated net revenues of $793 million, up from $656 million in 1999, and
net income of $131 million, up from $71 million in 1999.

Growth Strategies

IVAX expects its future growth to come from the following:

. Discovering and Developing and/or Acquiring New Products. In October
1999, IVAX dramatically increased the size and scope of its new
product development capability through its acquisition of an
independent research company, now known as IVAX Drug Research
Laboratories, Ltd. IVAX is committed to the cost-effective
development of proprietary pharmaceuticals directed primarily toward
indications having relatively large patient populations or for which
limited or inadequate treatments are available. IVAX seeks to
accelerate product development and commercialization by in-licensing
compounds, especially after clinical testing has begun, and by
developing new dosage forms or new therapeutic indications for
existing products.

. Leveraging Proprietary Technology and Development Strengths. IVAX
intends to continue to leverage its proprietary technology and
development strengths, including its patented inhalation technology
and its expertise in developing and commercializing respiratory
products and experience in the development and commercialization of
oncology drugs to develop a significant portfolio of proprietary,
high value pharmaceutical products.

. Pursuing Complementary, Accretive or Strategic Acquisitions. IVAX
intends to pursue accretive or strategic business acquisitions or
ones that will complement its existing businesses and provide new
product and market opportunities, as well as leverage its existing
assets. In addition, IVAX will continue to actively pursue strategic
product acquisitions and other collaborative arrangements that permit
it to leverage its existing infrastructure by adding sales from
acquired products while minimizing incremental costs.

. Strategically Expanding Sales and Distribution of IVAX' Products.
IVAX recently completed acquisitions of pharmaceutical companies in
Venezuela, Mexico and Chile and continues the expansion of its Latin
American operations. IVAX' future plans include (1) acquiring
additional manufacturing and distribution capabilities in Europe and
Latin America and (2) establishing additional joint ventures and
selectively establishing distribution channels for its major products
in Asia.

Pharmaceutical Business

IVAX has pharmaceutical manufacturing facilities located in Argentina,
Chile, China, the Czech Republic, England, Germany, Hungary, Ireland, Mexico,
Puerto Rico, the United States, Uruguay, Venezuela, and the Virgin Islands.
Marketing and/or research facilities are located in these same countries, and
also in Canada, France, India,

Kazakhstan, Latvia, the Netherlands, Peru, Poland, Russia, Sweden, Switzerland,
the Slovak Republic, Taiwan, and the Ukraine. In other countries, IVAX' products
are marketed through distributors or joint ventures. IVAX' pharmaceutical
business has grown through the development and acquisition of proprietary,
brand-equivalent and over-the-counter pharmaceutical products, the licensing of
technology and products, the licensing of technology and products from third
parties, and the acquisition of companies engaged in the pharmaceuticals
business in various geographic regions.

Proprietary and Branded Products

IVAX markets a number of proprietary and branded products treating a
variety of conditions through IVAX' subsidiaries throughout the world. These
products are marketed by IVAX' direct sales force to physicians, pharmacies,
hospitals, managed health care organizations and government agencies. These
products are sold primarily to wholesalers, retail pharmacies, distributors,
hospitals and physicians.

IVAX has a strong foundation in the oncology field based on IVAX'
proprietary anti-cancer drug PAXENE(R) (paclitaxel injection), which is
therapeutically equivalent to the Bristol-Myers Squibb product Taxol(R), the
largest selling anti-cancer drug in the world. In September 2000, the United
States Food and Drug Administration (FDA) approved IVAX' Abbreviated New Drug
Application (ANDA) for this product, which is marketed in the U.S. as Onxol(TM).

IVAX also has substantial expertise in the development, manufacture and
marketing of respiratory drugs, primarily for asthma, in metered-dose inhaler
formulations. IVAX' subsidiary in the United Kingdom is the third largest
respiratory company in that market. At the core of IVAX' respiratory franchise
are advanced delivery systems, which include a patented metered-dose inhaler
called Easi-Breathe(R), and a unique new dry powder inhaler, as well as
conventional metered-dose inhalers.

Brand-Equivalent Products

In the United States, IVAX manufacturers and markets approximately 56
brand-equivalent prescription drugs in capsule or tablet forms in an aggregate
of approximately 123 dosage strengths. IVAX also distributes in the United
States approximately 282 additional generic prescription and over-the-counter
drugs and vitamin supplements, in various dosage forms, dosage strengths and
package sizes. IVAX is also a leading provider of brand-equivalent
pharmaceuticals in the United Kingdom. IVAX markets approximately 110 brand-
equivalent prescription and over-the-counter drugs, about half of which it
manufactures, in various dosage forms and dosage strengths, constituting an
aggregate of approximately 229 products. In addition, IVAX manufactures and
markets various "blow-fill-seal" pharmaceutical products, such as solutions for
injection or irrigation, and unit-dose vials for nebulization to treat
respiratory disorders.

Available Information. IVAX is subject to the information and
reporting requirements of the Exchange Act and in accordance therewith is
required to file electronically via the Commission's EDGAR System periodic
reports, proxy statements and other information with the Commission relating to
its business, financial condition and other matters. Certain information, as of
particular dates, concerning IVAX' business, principal physical properties,
capital structure, material pending legal proceedings, operating results,
financial condition, directors and officers (including their remuneration and
stock options granted to them), the principal holders of IVAX' securities, any
material interests of such persons in transactions with IVAX and certain other
matters is required to be disclosed in proxy statements and annual reports
distributed to IVAX' shareholders and filed with the Commission. Such reports
and other information may be inspected at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington D.C. 20549 and at the regional offices of the Commission in New York
(7 World Trade Center, New York, New York 10048) and Chicago (500 West Madison
Street, Chicago, Illinois 60661-5211). In addition, you can inspect the
reports, proxy statements and other information IVAX files at the offices of the
American Stock Exchange, Inc., 86 Trinity Place, New York, New York 10006. The
Commission also maintains a website at http://www.sec.gov on which IVAX' filings
are available.

Ownership of Shares and other transactions. (a) As of the date of
this U.S. Offer to Purchase, IVAX owns, through the Purchaser and Inversiones
Glaciar, 314,825,539, or 99.6%, of the Shares (including Shares

represented by ADSs). Except as set forth on Schedule II hereto and other than
the Shares (including Shares represented by ADSs) and ADSs acquired in the
Initial Tender Offer, neither the Purchaser, IVAX nor, to the best of their
knowledge, any of the persons or entities referred to above nor any director,
executive officer or subsidiary of any of the foregoing has effected any
transaction in the Shares (including Shares represented by ADSs) or ADSs during
the past 60 days.

Except as otherwise described in this U.S. Offer to Purchase, neither
the Purchaser, IVAX nor, to the best of their knowledge, any of the persons
listed in Schedule I hereto, had any contract, arrangement, understanding or
relationship with any other person with respect to any securities of the
Company, including, but not limited to, any contract, arrangement, understanding
or relationship concerning the transfer or voting of such securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
loans, guarantees of profits, division of profits or loss or the giving or
withholding of proxies. Except as set forth in this U.S. Offer to Purchase,
since July 30, 1999, neither the Purchaser, IVAX nor, to the best of their
knowledge, any of the persons listed in Schedule I hereto, has had any business
relationship or transaction with the Company or any of its executive officers,
directors, or affiliates that is required to be reported under the rules and
regulations of the Commission applicable to the U.S. Offer. Except as set forth
in this U.S. Offer to Purchase, since July 30, 1999, there have been no
contacts, negotiations or transactions between the Purchaser, IVAX or any of
their respective subsidiaries or, to the best knowledge of the Purchaser, IVAX
or any of the persons listed in Schedule I hereto, on the one hand, and the
Company or its affiliates, on the other hand, concerning a merger, consolidation
or acquisition, tender offer or other acquisition of securities, an election of
directors or a sale or other transfer of a material amount of assets.

Proceedings and Convictions. During the last five years, neither the
Purchaser, IVAX nor, to the best of their knowledge, any of the persons listed
on Schedule I hereto, (a) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (b) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, United States federal or state securities laws or finding any
violation with respect to such laws.

10. Source and Amount of Funds.

IVAX and/or its affiliates will provide the Purchaser with
approximately $1.5 million which will be used to purchase all the Remaining
Shares and Remaining ADSs validly tendered and not withdrawn in the Offers. The
Offers are not conditioned upon any financing arrangements. IVAX and/or its
affiliates currently intend to provide the necessary funds through cash on hand.
As of July 15, 2001, IVAX had approximately $520.2 million in cash and cash
equivalents.

11. Background of the Offers; Past Contacts, Transactions or
Negotiations with the Company.

IVAX considered the possible acquisition of the Company in connection
with its overall strategy to pursue acquisitions that broaden its global reach
or augment its product portfolios, including the acquisition of manufacturers
and distributors of pharmaceutical products in emerging market countries, such
as Chile. In late 2000, IVAX began studying in greater detail an acquisition of
a significant interest in the Company. IVAX approached Comercial e Inversiones
Portfolio Limitada and Inversiones Portfolio S.A. (the "Principal Shareholders")
which collectively held approximately 28% of the Shares at that time regarding
the possible acquisition of the Shares held by the Principal Shareholders
through a cash tender offer for all Shares (including Shares represented by
ADSs). After engaging in preliminary discussions, IVAX determined not to
proceed further with an acquisition of the Shares due to the condition of the
prevailing equity markets at the time. In March 2001, representatives of the
Principal Shareholders contacted IVAX regarding the possible acquisition of the
Shares held by the Principal Shareholders through a tender offer for all Shares
(including Shares represented by ADSs) in exchange for shares of IVAX' common
stock. During March and April 2001, IVAX continued preliminary discussions with
the Principal Shareholders regarding the possible acquisition of the Shares held
by the Principal Shareholders through a tender offer for all Shares (including
Shares represented by ADSs) in exchange for shares of IVAX' common stock. On
May 14, 2001, the parties began to discuss the possibility of IVAX acquiring the
Shares held by the Principal Shareholders in a cash tender offer for all of the
Shares. IVAX and its representatives met with the Principal Shareholders and
their representatives during the week of May 14, 2001 to discuss the terms of
the acquisition of the Principal Shareholders' Shares and a cash tender offer
for all of the Shares. On May 18, 2001, IVAX and the Principal Shareholders
entered into an agreement (the "Agreement to Tender") wherein the Principal

Shareholders agreed to, among other things, tender all of their Shares into the
Chilean Offer and all of their ADSs into the U.S. Offer, subject to certain
conditions. The Agreement to Tender is filed as an Exhibit to the Schedule TO
filed with the Commission on May 31, 2001, the date the Initial Tender Offer
commenced.

On May 31, 2001, IVAX, through the Purchaser and Inversiones Glaciar,
commenced the Initial Tender Offer, which expired at 12:00 midnight, New York
City time, on June 29, 2001. Pursuant to the Initial Tender Offer, IVAX
acquired 314,795,539 Shares (including Shares represented by ADSs) validly
tendered in the Initial Tender Offer.

12. Purpose of the Offers; Plans for the Company; Other Agreements.

A new tender offer law was enacted in Chile on December 20, 2000. The
law requires any person, after acquiring control of 662/3% or more of the voting
power, to commence a subsequent tender offer for all remaining shares of the
company within 30 days following the acquisition of such control. Because IVAX
acquired 99.6% of the Shares in the Initial Tender Offer, it is required by
Chilean law to commence the Offers.

The purpose of the Offers is to comply with Chilean law and to enable
IVAX to acquire the remaining .4% equity interest in the Company not
beneficially owned by IVAX or its affiliates.

Since the consummation of the Initial Tender Offer, IVAX has elected
five of the seven members of the Company's Board of Directors and, as such,
controls the Company's Board of Directors. At IVAX' request, the Company's
Board of Directors called a meeting of its shareholders to approve the Company's
ceasing to be subject to the requirements applicable to public companies in
Chile. 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 does not currently
intend to approve any payment of dividends to the Company's shareholders.

IVAX has reviewed, and will continue to review, various possible
business strategies relating to the Company and its operations. IVAX is in the
process of, and will continue to, conduct a detailed review of the Company and
its assets, corporate structure, dividend policy, capitalization, operations,
properties, policies, management and personnel and, subject to applicable
regulatory rules and regulations, to consider and determine what, if any,
changes would be desirable in light of the circumstances which then exist.

Except as otherwise discussed in this U.S. Offer to Purchase, neither
the Purchaser nor IVAX has any present plans or proposals that would result in
any extraordinary corporate transaction, such as a merger, reorganization,
liquidation, or sale or transfer of a material amount of assets of the Company
or any of its subsidiaries or any other material changes to the Company's
capitalization, dividend policy, capital structure, corporate structure or
business.

13. Effect of the Offers on the Market for the Remaining Shares
and Remaining ADSs; Registration of Remaining Shares under the Exchange Act;
Margin Regulations.

According to Chilean law, the SVS may cancel the registration of any
security of the Company in the Securities Registry if the security does not
comply with the requirements for its registration. Subject to applicable laws
and rules of the Chilean stock exchanges, the Purchaser intends to cause the
Company to cancel the registration of the shares with the SVS and to delist the
Shares from the Chilean stock exchanges.

Effects on Market for Shares. The purchase of Shares in the Initial
Tender Offer has substantially reduced, and the purchase of Remaining Shares
pursuant to the U.S. Offer will continue to reduce, the number of Shares that
might otherwise trade publicly and could reduce the number of holders of Shares.
In addition, as described above, the Company has ceased to be a public company
in Chile and as a result, the Company will request that the Shares cease to be
listed on the Chilean stock exchanges, which will adversely affect the market
value and liquidity of the Shares.

Effects on Market for ADSs. As a result of the purchase of ADSs in the
Initial Tender Offer, the ADSs ceased being traded on the NYSE and the NYSE
commenced proceedings to delist the ADSs. The purchase of ADSs in the Initial
Tender Offer has substantially reduced, and the purchase of Remaining ADSs in
the U.S. Offer will continue to reduce, the number of holders of ADSs which
could further affect the liquidity and market value of the ADSs.

Margin Regulations. Because the ADSs are no longer publicly traded on
the NYSE, the ADSs no longer constitute "margin securities" for the purposes of
the margin regulations of the Board of Governors of the Federal System and,
therefore, can no longer be used as collateral for loans made by brokers.

Registration of Shares Under the Exchange Act. The Shares are
currently registered under the Exchange Act. IVAX has caused the Company to
submit the necessary documentation to the Commission to terminate the
registration of the ADSs and Shares. As a result, effective on October 10, 2001
the ADSs and Shares will no longer be registered under the Exchange Act.
Termination of the registration of the ADSs and Shares under the Exchange Act
would substantially reduce the information required to be furnished by the
Company to holders of ADSs and to the Commission and would make certain of the
provisions of the Exchange Act, such as the requirements of Rule 13e-3 under the
Exchange Act with respect to "going private" transactions, no longer applicable
to the ADSs. Furthermore, "affiliates" of the Company and persons holding
"restricted securities" of the Company may be deprived of the ability to dispose
of such securities pursuant to Rule 144 promulgated under the Securities Act.

14. Extension of Tender Period; Termination; Amendment.

The Purchaser reserves the right, at any time or from time to time, in
its sole discretion, to extend for any reason the period of time during which
the U.S. Offer remains open and to amend the U.S. Offer in any respect by giving
oral or written notice of such extension or amendment to the Receiving Agent and
followed as promptly as practicable by public announcement thereof. During any
such extension, all Remaining Shares and Remaining ADSs previously tendered and
not withdrawn will remain subject to the U.S. Offer, subject to the rights of a
tendering holder to withdraw its Remaining Shares and Remaining ADSs in
accordance with the procedures set forth in Sections 3 and 4. There can be no
assurance that the Purchaser will exercise its right to extend or amend the U.S.
Offer.

Pursuant to Rule 14d-11 under the Exchange Act, the Purchaser may,
subject to certain conditions, elect to provide a subsequent offering period of
three to twenty business days in length following the Expiration Date (the
"Subsequent Offering Period"). A Subsequent Offering Period would be an
additional period of time, following the Expiration Date and the purchase of
Remaining Shares in the U.S. Offer, during which shareholders may tender
Remaining Shares and Remaining ADSs not tendered in the U.S. Offer. A
Subsequent Offering Period, if one is included, is not an extension of the U.S.
Offer, which already will have been completed.

The Purchaser does not currently intend to include a Subsequent
Offering Period in the U.S. Offer, although it reserves the right to do so in
its sole discretion. Under the Exchange Act, no withdrawal rights apply to
Remaining Shares and Remaining ADSs tendered during the Subsequent Offering
Period and no withdrawal rights apply during the Subsequent Offering Period with
respect to Remaining Shares and Remaining ADSs tendered in the U.S. Offer and
accepted for payment. If a Subsequent Offering Period is included, the
Purchaser will promptly purchase and pay for any Remaining Shares and Remaining
ADSs tendered at the same price paid in the U.S. Offer. If the Purchaser elects
to provide for a Subsequent Offering Period, it will make an announcement to
that effect and disseminate the information concerning the Subsequent Offering
Period.

If the Purchaser decreases the percentage of Remaining Shares
(including Shares represented by Remaining ADSs) being sought or increases or
decreases the consideration to be paid for Remaining Shares and Remaining ADSs
pursuant to the U.S. Offer and the U.S. Offer is scheduled to expire at any time
before the expiration of a period of ten business days from, and including, the
date that notice of such increase or decrease is first published, sent or given
in the manner specified below, the U.S. Offer will be extended until the
expiration of such period of ten business days. The Purchaser currently does not
intend to decrease the percentage of Remaining Shares (including Shares
represented by Remaining ADSs) to be purchased in the U.S. Offer. If the
Purchaser makes a material change in the terms of the U.S. Offer (other than a
change in price or percentage of

securities sought) or in the information concerning the U.S. Offer the Purchaser
will extend the U.S. Offer, if required by applicable law, for a period
sufficient to allow Remaining Shareholders to consider the amended terms of the
U.S. Offer. In a published release, the Commission has stated that in its view
an offer must remain open for a minimum period of time following a material
change in the terms of such offer and that the waiver of a condition such as the
minimum tender condition near or at the end of a tender offer is a material
change in the terms of an offer. The release states that an offer should remain
open for a minimum of five business days from the date the material change is
first published, sent or given to security holders, and that if material changes
are made with respect to information that approaches the significance of price
and share levels, a minimum of 10 business days may be required to allow
adequate dissemination and investor response. The term "business day" shall mean
any day other than Saturday, Sunday or a U.S. federal holiday and shall consist
of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

If the Purchaser extends the period of time during which the U.S. Offer
is open, is delayed in accepting for payment or paying for Remaining Shares
and/or Remaining ADSs or is unable to accept for payment or pay for Remaining
Shares and/or Remaining ADSs pursuant to the U.S. Offer for any reason, then,
without prejudice to the Purchaser's rights under the U.S. Offer, the Receiving
Agent may, on behalf of the Purchaser, retain all Remaining Shares and Remaining
ADSs, respectively, tendered, and such Remaining Shares and Remaining ADSs may
not be withdrawn except as otherwise provided in Section 5. The reservation by
the Purchaser of the right to delay acceptance for payment of or payment for
Remaining Shares and Remaining ADSs is subject to applicable law, which requires
that the Purchaser pay the consideration offered or return the Remaining Shares
and Remaining ADSs deposited by or on behalf of Shareholders promptly after the
termination or withdrawal of the U.S. Offer.

Any extension, termination or amendment of the U.S. Offer will be
followed as promptly as practicable by a public announcement thereof. Without
limiting the manner in which the Purchaser may choose to make any public
announcement, the Purchaser will have no obligation (except as otherwise
required by applicable law) to publish, advertise or otherwise communicate any
such public announcement other than by making a press release to the Dow Jones
News Service. In the case of an extension of the U.S. Offer, the Purchaser will
make a public announcement of such extension no later than 9:00 a.m., New York
City time, on the next business day after the previously scheduled Expiration
Date.

15. Certain Conditions of the U.S. Offer.

The U.S. Offer is unconditional. The Purchaser reserves the right to amend
the U.S. Offer in accordance with Section 14 to impose one or more conditions to
the U.S. Offer.

16. Certain Legal Matters; Regulatory Approvals.

General. Based on its examination of publicly available information filed
by the Company with the Commission and other publicly available information
concerning the Company, neither the Purchaser or IVAX is aware of (a) any
governmental license or regulatory permit that appears to be material to the
Company's business that might be adversely affected by the Purchaser's
acquisition of Remaining Shares and/or Remaining ADSs as contemplated herein,
(b) any approval or other action by any government or governmental
administrative or regulatory authority or agency, domestic or foreign, that
would be required for the acquisition or ownership of Remaining Shares and/or
Remaining ADSs by the Purchaser as contemplated herein or (c) any approval or
other action by any government or governmental administrative regulatory
authority or agency, domestic or foreign, or any consent, waiver or other
approval that would be required as a result of or in connection with the Offers,
including but not limited to, any consents or other approvals under any
licenses, concessions, permits and agreements to which the Company, the
Purchaser or IVAX or any of their respective subsidiaries or affiliates is a
party. Should any such approval or other action be required, the Purchaser and
IVAX currently contemplate that such approval or other action will be sought.
The Purchaser and IVAX are unable to predict whether they may determine that the
Purchaser is required to delay the acceptance for payment of or payment for
Remaining Shares and/or Remaining ADSs tendered pursuant to the U.S. Offer
pending the outcome of any such matter. There can be no assurance that any such
approval or other action, if needed, would be obtained or would be obtained
without substantial conditions or that if such approvals were not obtained or
such other actions were not taken adverse consequences might not result to the
Company's business or certain parts of the Company's business might not have

to be disposed of, any of which could cause the Purchaser to elect to terminate
the U.S. Offer without the purchase of Remaining Shares and/or Remaining ADSs
thereunder.

Chilean Corporate Law. As a result of the Initial Tender Offer, IVAX
acquired control of more than 662/3% of the total number of outstanding Shares.
As a result, IVAX has the right to approve the following actions: (a)
transformation, spin-off or merger of the Company; (b) amendment to the term or
duration of the Company or its early termination; (c) change of the domicile of
the Company; (d) the increase or reduction of its equity capital; (e) approval
and valuation of capital contributions made in property other than cash; (f)
amendment to those matters to be decided at a meeting of Shareholders; (g)
reduction of the number of members of the Board of Directors of the Company and
limits on the powers of the Board of Directors; (h) the transfer of 50% or more
of the Company's assets; the approval or amendment of any business plan that
includes transfer of assets for an amount higher than the mentioned 50%; (i) the
manner upon which the Company's profits will be distributed; (j) the creation of
guarantees or liens in an amount in excess of 50% of the Company's assets
guaranteeing third parties' obligations other than of subsidiaries (in which
case the decision by the Board of Directors will suffice); (k) the redemption of
Shares issued by the Company under certain circumstances; (l) the decision
whether to make private a public corporation; (m) the approval of related party
transactions under certain circumstances; (n) the curing of technical defects in
the constitutive documents of the Company or any amendment thereto; and (o)
others provided in the Bylaws.

Chilean company law provides for statutory appraisal rights for minority
shareholders where holders of at least 662/3% of the shares make certain of the
fundamental changes set forth above. Dissident shareholders have 30 days from
the date of the meeting at which a fundamental change is approved to notify the
company of their dissent. The board of directors of the company has an
additional 30 days to call another meeting of the shareholders to consider the
revocation of the resolution that triggered the appraisal right. If the board
of directors does not call a second meeting of the shareholders or the
resolution is not revoked at such meeting, all dissenting shareholders that
previously notified the company have the right to compel the company to purchase
their shares in the company. Such purchases are made within 60 days of the date
on which the resolution triggering appraisal rights is approved, at a price
determined from the weighted average trading price on stock exchanges in Chile
during the preceding two months.

At IVAX' request, the Company's Board of Directors called a meeting of its
shareholders to approve the Company's ceasing to be subject to the requirements
applicable to public companies in Chile. 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 as a result, the Company has
ceased to be a public company in Chile and the Company's absent or dissenting
shareholders are entitled to appraisal rights under Chilean law.

In accordance with Article 12 of the Chilean Securities Act, IVAX must
report the results of the Offers to the SVS and the relevant Chilean stock
exchanges within two (2) trading days of the date on which IVAX acquires Shares
(including Shares represented by ADSs) pursuant to the Offers.

Antitrust and Regulatory Laws. Under the United States Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (the "HSR Act"), certain acquisitions may not
be consummated unless certain information has been furnished to the Federal
Trade Commission and the Antitrust Division of the Department of Justice and
certain waiting period requirements have been satisfied. Based upon information
concerning the Company that is publicly available, the Purchaser believes that
the HSR Act is not applicable to the purchase of the Remaining Shares and/or the
Remaining ADSs pursuant to the Offers and that such purchase will not violate
the antitrust laws.

There are no requirements under Chilean law that the Chilean Antitrust
Authority (the "CAA") be notified of the Offers. The CAA does, however, have
broad authority to investigate any intended transaction that the CAA determines
is likely to cause an adverse effect on, or lessen, competition. Although it is
not anticipated that the CAA will investigate the Offers, no assurance can be
given that the CAA will not determine that the Offers are anticompetitive and
subject to the scrutiny of the CAA.

Other. The Company and its subsidiaries own property and conduct business
in a number of foreign countries in addition to those described above. In
connection with the acquisition of Remaining Shares and/or Remaining ADSs
pursuant to the Offers, the laws of certain of those foreign countries may
require the filing of information with, or the obtaining of the approval of,
governmental authorities therein. After commencement of the Offers, the
Purchaser and IVAX will seek further information regarding the applicability of
any such laws and currently intends to take such action as they may require, but
no assurance can be given that such approvals will be obtained.

17. Fees and Expenses.

Except as set forth below, neither the Purchaser nor IVAX will pay any fees
or commissions to any broker, dealer or other person for soliciting tenders of
Remaining Shares and/or Remaining ADSs pursuant to the U.S. Offer.

The Purchaser has retained The Bank of New York to act as the Receiving
Agent in connection with the U.S. Offer. The Receiving Agent has not been
retained to make solicitations or recommendations in its role as receiving
agent. The Receiving Agent will receive reasonable and customary compensation
for its services, will be reimbursed for certain reasonable out-of-pocket
expenses and will be indemnified against certain liabilities in connection
therewith, including certain liabilities under the U.S. Federal securities laws.

The Purchaser has retained D.F. King & Co., Inc. to act as the Information
Agent in connection with the U.S. Offer. The Information Agent may contact
holders of Remaining Shares and/or Remaining ADSs by mail, telephone, telex,
telegraph and personal interviews and may request brokers, dealers and other
nominee Shareholders to forward materials relating to the U.S. Offer to
beneficial owners. The Information Agent will receive reasonable and customary
compensation for its services, will be reimbursed for certain reasonable out-
of-pocket expenses and will be indemnified against certain liabilities in
connection therewith, including certain liabilities under the U.S. Federal
securities laws.

18. Miscellaneous.

The U.S. Offer is not being made to, nor will tenders be accepted from or
on behalf of, holders of Remaining Shares or Remaining ADSs in any jurisdiction
in which the making of the U.S. Offer or acceptance thereof would not be in
compliance with the laws of such jurisdiction. In those jurisdictions where it
is required that the U.S. Offer be made by a licensed broker or dealer, the U.S.
Offer shall be deemed to be made on behalf of the Purchaser by one or more
registered brokers or dealers licensed under the laws of such jurisdiction.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE PURCHASER NOT CONTAINED IN THIS U.S. OFFER TO
PURCHASE OR IN THE FORM OF ACCEPTANCE, ADS LETTER OF TRANSMITTAL OR ADS NOTICE
OF GUARANTEED DELIVERY AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.

IVAX has filed with the Commission a Tender Offer Statement on Schedule TO,
together with exhibits, pursuant to Rule 14d-3 of the General Rules and
Regulations under the Exchange Act, furnishing certain additional information
with respect to the U.S. Offer. The Schedule TO and any amendments thereto,
including exhibits, may be examined and copies may be obtained from the offices
of the Commission in the manner set forth in Section 8 of this U.S. Offer to
Purchase (except that such information will not be available at the regional
offices of the Commission).

IVAX HOLDINGS C.I.

July 31, 2001

SCHEDULE I
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE
OFFICERS OF IVAX AND PURCHASER

1. DIRECTORS AND EXECUTIVE OFFICERS OF IVAX

The name, business address, present principal occupation or employment and
employment history of each director and executive officer of IVAX and certain
other information are set forth below. The principal business address of IVAX
and, unless otherwise indicated, the business address of each person identified
below is 4400 Biscayne Boulevard, Miami, Florida 33137. Its telephone number is
305-575-6000. Where no date is shown, the individual has occupied the position
indicated for the past five years. Unless otherwise indicated, each occupation
set forth opposite an individual's name refers to employment with IVAX. Unless
otherwise indicated, all directors and executive officers listed below are
United States citizens. Directors are identified by an asterisk.

Present Principal Occupation or
Name Employment and Five-Year Employment History
- ------------------------------------ ------------------------------------------------------------------------

Phillip Frost, M.D.*................ Chairman of the Board of Directors and Chief Executive Officer since
1987. He served as IVAX' President from July 1991 until January 1995.
He was the Chairman of the Department of Dermatology at Mt. Sinai
Medical Center of Greater Miami, Miami Beach, Florida from 1972 to 1990.
Dr. Frost was Chairman of the Board of Directors of Key Pharmaceuticals,
Inc. from 1972 to 1986 and Vice Chairman of the Board of Directors of
North American Vaccine, Inc. (vaccine research and development) from
1989 to 2000. He is Chairman of the Board of Directors of Whitman
Education Group, Inc. (proprietary education), Vice Chairman of the
Board of Directors of Continucare Corporation (integrated health care),
and a director of Northrop Grumman Corp. (aerospace). He has been a
director of the Company since July 18, 2001. He is Vice Chairman of the
Board of Trustees of the University of Miami and a member of the Board
of Governors of the American Stock Exchange.

Neil Flanzraich*.................... Vice Chairman and President since May 1998. He was a shareholder and
served as Chairman of the Life Sciences Legal Practices Group of Heller
Ehrman White & McAuliffe from 1995 to 1998. From 1981 to 1994, he
served in various capacities at Syntex Corporation (pharmaceuticals),
most recently as its Senior Vice President, General Counsel and a member
of the Corporate Executive Committee. From 1994 to 1995, after Syntex
Corporation was acquired by Roche Holding Ltd., he served as Senior Vice
President and General Counsel of Syntex (U.S.A.) Inc., a Roche
subsidiary. He was Chairman of the Board of Directors of North American
Vaccine, Inc. (vaccine research and development) from 1991 to 2000. He
is a director of Whitman Education Group, Inc. (proprietary education).
He has been a director and Chairman of the Company since July 18, 2001.

Thomas Beier........................ Senior Vice President-Finance and Chief Financial Officer since October
1997. From December 1996 to October 1997, he served as IVAX' Vice
President - Finance. Prior to joining IVAX, he served as Executive Vice
President and Chief Financial Officer of Intercontinental Bank from 1989
until August 1996.

Rafick Henein, Ph.D................. A Senior Vice President and the President and Chief Executive Officer of
IVAX Pharmaceuticals, Inc., IVAX' principal United States-based generic
pharmaceutical subsidiary since July 1997. He held various positions in
the Novopharm Limited organization (pharmaceuticals) since 1988, rising
to the position of President and Chief Executive Officer of Novopharm
International in 1996. Dr. Henein is a citizen of Canada.

SI-1

Present Principal Occupation or
Name Employment and Five-Year Employment History
- ------------------------------------ ------------------------------------------------------------------------

Mark Andrews*....................... Chairman and President of Great Spirits Company LLC (consumer products)
since founding it in 1998. He served as the Chairman of the Board of
Directors and Chief Executive Officer of American Exploration Company
(oil and gas exploration and production) from 1980 until its merger into
Louis Dreyfus Natural Gas Corp. (oil and gas exploration and production)
in October 1997 when he became the Vice Chairman of the Board of
Directors of the combined entity. Mr. Andrews has also served as
Chairman of the Board of Directors of Vault Mortgage Company (mortgage
brokerage) since 1998.

Ernst Biekert, Ph.D.*............... Professor at the University of Heidelberg in Germany. He was the
Chairman of the Board and Chief Executive Officer of Knoll A.G.
(pharmaceuticals) from 1968 to 1985. Dr. Biekert was a consultant to
BASF A.G. (chemicals and pharmaceuticals) from 1985 to 1987 and was
Chairman of its pharmaceutical division from 1975 to 1985. Dr. Biekert
is a citizen of the Federal Republic of Germany.

Charles M. Fernandez*............... President, Chief Executive Officer, and a director of Big City Radio,
Inc. (broadcasting/internet) since 1999. He has also been the Chairman
of the Board of Continucare Corporation (integrated health care) since
1996 and was its Chief Executive Officer from 1996 to 1999. He has also
been Vice-Chairman of HealthCare2Net Solutions (internet solutions)
since 1999. From 1985 to 1996, he was the Executive Vice President and
a director of Heftel Broadcasting Corporation (radio broadcasting).
From 1998 to 1999 he was a director of Frost Hanna Capital Group, Inc.
(investment company).

Jack Fishman, Ph.D.*................ Adjunct Professor at The Rockefeller University and director of Research
of Strang Cornell Cancer Research Laboratory, a non-profit entity
associated with Cornell University Medical College. He served as IVAX'
Chief Scientific Officer from 1991 to 1995, as a Vice Chairman of the
Board from 1991 to 1997 and as our President from 1988 to 1991. Dr.
Fishman served as a Research Professor of Biochemistry and Molecular
Biology at the University of Miami from 1988 to 1992.

Jane Hsiao, Ph.D.*.................. Vice Chairman-Technical Affairs since February 1995, as our Chief
Technical Officer since July 1996, and as Chairman, Chief Executive
Officer and President of DVM Pharmaceuticals, Inc., IVAX' veterinary
products subsidiary, since March 1998. From 1992 until February 1995,
she served as IVAX' Chief Regulatory Officer and Assistant to the
Chairman, and as Vice President-Quality Assurance and Compliance of
Baker Norton Pharmaceuticals, Inc., our principal proprietary
pharmaceutical subsidiary. From 1987 to 1992, Dr. Hsiao was Vice
President-Quality Assurance, Quality Control and Regulatory Affairs of
Baker Norton Pharmaceuticals, Inc. She has been a director of the
Company since July 18, 2001.

Isaac Kaye*......................... Deputy Chief Executive Officer since 1990 and as Chairman of Norton
Healthcare Limited, IVAX' principal United Kingdom pharmaceutical
subsidiary, since 1990. Mr. Kaye is a citizen of the Republic of
Ireland.

SI-2

2. DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER

The name, business address, present principal occupation or employment
and employment history of each director and executive officer of Purchaser and
certain other information are set forth below. The principal business address
of Purchaser and, unless otherwise indicated, the business address of each
person identified below is c/o IVAX, 4400 Biscayne Boulevard, Miami, Florida
33137. Purchaser's telephone number at this address is 305-575-6000. Where no
date is shown, except in the case of positions with Purchaser, the individual
has occupied the position indicated for the past five years. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
position with Purchaser. Other than as indicated, all directors and executive
officers listed below are United States citizens.

Present Principal Occupation or
Name Employment and Five-Year Employment History
- ------------------------------------ -----------------------------------------------------------------------

Neil Flanzraich*.................... President. He is IVAX' Vice Chairman and President since May 1998. He
was a shareholder and served as Chairman of the Life Sciences Legal
Practices Group of Heller Ehrman White & McAuliffe from 1995 to 1998.
From 1981 to 1994, he served in various capacities at Syntex Corporation
(pharmaceuticals), most recently as its Senior Vice President, General
Counsel and a member of the Corporate Executive Committee. From 1994 to
1995, after Syntex Corporation was acquired by Roche Holding Ltd., he
served as Senior Vice President and General Counsel of Syntex (U.S.A.)
Inc., a Roche subsidiary. He was Chairman of the Board of Directors of
North American Vaccine, Inc. (vaccine research and development) from
1991 to 2000. He is a director of Whitman Education Group, Inc.
(proprietary education). He has been a director and Chairman of the
Company since July 18, 2001.

Thomas Beier*....................... Senior Vice President--Finance and Chief Financial Officer of IVAX since
October 1997. From December 1996 to October 1997, he served as IVAX'
Vice President--Finance. Prior to joining IVAX, he served as Executive
Vice President and Chief Financial Officer of Intercontinental Bank from
1989 until August 1996.

David Bowie*........................ Vice President--Taxation of IVAX since April 1999. From January 1998 to
April 1999, he served as IVAX' Director of Taxes. Prior to Joining
IVAX, he held various tax management positions with The Racal
Corporation, the United States-based subsidiary for Racal Electronics,
PLC from 1987 until 1997. Mr. Bowie is a certified public accountant.

Rao Uppaluri*....................... Vice President--Strategic Planning and Treasurer of IVAX since November
2000. From 1997 to 2000, he served as IVAX' Vice President of Strategic
Planning. Prior to joining IVAX, he served as Senior Vice President and
Chief Investment Officer of Intercontinental Bank from 1988 until August
1996.

SI-3

SCHEDULE II
TRANSACTIONS CONCERNING SHARES AND ADSs

The following table sets forth information concerning transactions in
Shares during the past 60 days by IVAX and the Purchaser. The purchase of
Shares was effected in a privately negotiated transaction. Neither IVAX nor the
Purchaser has purchased or sold any ADSs during the past 60 days. This Schedule
does not reflect any purchases of Shares or ADSs made in the Initial Tender
Offer.

Type of
Trade Date # of Shares Transaction Price
---------- ----------- ----------- -----
July 16, 2001 30,000 Purchase Ch$786.25 per Share

ANNEX I

PROCEDURES FOR TENDERING SHARES IN THE CHILEAN OFFER

U.S. holders of Remaining Shares may tender Remaining Shares into the
Chilean Offer. The Chilean Offer is made pursuant to the system established by
the Bolsa de Comercio de Santiago (the "Santiago Stock Exchange") and approved
by the SVS, denominated Sistema de Ofertas a Firme en Bloque ("System of Firm
Offers"). Under this system each acceptance is registered by book-entry and, on
the Expiration Date, tendered Remaining Shares will be immediately accepted for
payment. Stockbrokers of the Santiago Stock Exchange participate as
intermediaries in this system. Defined terms herein have the meaning set forth
in the U.S. Offer to Purchase, unless otherwise indicated.

Acceptance orders can be registered in the book of acceptance orders
between 9:30 a.m. of the business day following the filing of the tender offer
in the Santiago Stock Exchange until 6:30 p.m,. except for the Expiration Date,
when Remaining Shares must be tendered by 5:30 p.m.

Acceptance orders of Remaining Shareholders can be withdrawn, in whole or
in part, at any time during the term of the Chilean Offer.

To accept the Chilean Offer, Remaining Shareholders must tender their
Remaining Shares to a stock broker of the Santiago Stock Exchange.

The tendered Remaining Shares must be registered in the name of the
accepting Shareholder, be fully paid and free and clear of liens, pledges and
encumbrances.

Documents Required to Tender into the Chilean Offer.

A Remaining Shareholder who is an individual and who wishes to tender
into the Chilean Offer must deliver the documents, and fulfill the requirements
required by the stockbroker of the Santiago Stock Exchange chosen by such
Remaining Shareholder to act as their intermediary. Following is a list of
documents and/or requirements which are customarily required by Chilean stock
exchanges:

(i) Titulo(s) for the Remaining Shares that are being offered, if they
are in his (her) possession, together with a certificate issued by
the shares division of the Company or by the Deposito Central de
Valores (the "DCV"), as the case may be, evidencing the total
number of shares owned by the Shareholder, the number of Remaining
Shares whose certificates are in the custody of the Company, the
number of Remaining Shares that are Remaining Shares of first
issue, and indicating the liens or encumbrances that affect the
Remaining Shares;

(ii) show his (her) identity card or other document providing evidence
thereof and deliver to the same stock broker of the Santiago Stock
Exchange a photocopy of that document, signed by the offering
Shareholder, which photocopy shall remain in the possession of
such stock broker;

(iii) in the event he (she) acts through a representative, show and
deliver to the same stock broker of the Santiago Stock Exchange a
copy of the power of attorney in effect with sufficient
representative authority executed or authorized before a notary
public in Chile;

(iv) deliver, duly executed by the tendering Shareholder, the relevant
document of transfer of Remaining Shares, where the Shareholder
appears as seller and the same stock broker of the Santiago Stock
Exchange as the purchaser;

(v) fill out the Client's Record File, in accordance with the
instructions issued by the SVS, and execute a document of entrance
into custody; and

(vi) deliver all the additional information that may be required in
order to evidence the authority and

A-1

capacity of the offering Shareholder to transfer the Remaining
Shares.

The Remaining Shareholders that are legal entities and that wish to tender
into the Chilean Offer must:

(i) comply with paragraphs (i), (ii), (v) and (vi) above;

(ii) show the identity card or other document providing evidence
thereof of the legal representative and deliver to a stock broker
of the Santiago Stock Exchange a photocopy of such document,
signed by the legal representative, which shall remain in the
possession of such stock broker; and

(iii) show and deliver to the same stock broker of the Chilean Stock
Exchange a copy of the by-laws of the tendering entity, and the
power of attorney of the legal representative in force with
sufficient representative authority, executed or authorized before
a notary public in Chile.

A-2

Facsimile copies of the Form of Acceptance and the ADS Letter of
Transmittal, properly completed and duly signed, will be accepted. Completed
Forms of Acceptance, accompanied by Titulo(s), a duly signed Traspaso indicating
the number of Remaining Shares, but with the date left in blank and a power of
attorney to complete the Traspaso and all other documents of title and transfer,
should be delivered to the Receiving Agent at the addresses set forth below.
The ADS Letter of Transmittal, ADRs for the Remaining ADSs and any other
required documents should be sent by each holder of the Remaining ADSs or his or
her broker, dealer, commercial bank, trust company or other nominee to the
Receiving Agent at the addresses set forth below.

The Receiving Agent for the U.S. Offer is:

THE BANK OF NEW YORK

By Mail: Facsimile Transmission: By Hand or
(for Eligible Institutions Only) Overnight Courier:
(212) 815-6213

The Bank of New York The Bank of New York
Tender & Exchange Department Tender & Exchange Department
P.O. Box 11248 101 Barclay Street
Church Street Station Receive and Deliver Window
New York, NY 10286-1248 Fax Confirmation Telephone: New York, NY 10286
(212) 815-6156

Questions or requests for assistance or additional copies of this U.S.
Offer to Purchase, the Form of Acceptance, the ADS Letter of Transmittal and the
ADS Notice of Guaranteed Delivery may be directed to the Information Agent at
the address and telephone numbers set forth below. A holder of Remaining Shares
and/or Remaining ADSs also may contact his or her broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the U.S. Offer.

The Information Agent for the U.S. Offer is:

D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 758-5880