Exhibit 99.(A)(4)
[LOGO OF MERRILL LYNCH] [LOGO OF UBS WARBURG]
Four World Financial Center 299 Park Avenue
New York, NY 10080 New York, NY 10171
Call Collect: (212) 236-3790 Call Collect: (212) 821-
3983
U.S. Offer to Purchase for Cash
All Outstanding Shares of Common Stock
and
American Depositary Shares ("ADSs")
(Evidenced by American Depositary Receipts)
(other than those beneficially owned by IVAX Corporation or its affiliates)
of
LABORATORIO CHILE S.A.
at
$1.25 Net Per Share of Common Stock and
$25.00 Net Per American Depositary Share
(Each representing 20 Shares of Common Stock)
by
IVAX HOLDINGS C.I.
a wholly-owned subsidiary
of
IVAX CORPORATION
Pursuant to the U.S. Offer to Purchase dated July 31, 2001
("U.S. Offer")
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.
July 31, 2001
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Enclosed for your consideration are the U.S. Offer to Purchase, dated
July 31, 2001 (the "U.S. Offer to Purchase"), and the related Form of
Acceptance and the ADS Letter of Transmittal (which together with amendments
or supplements thereto constitute the "U.S. Offer") relating to the offer by
IVAX Holdings C.I., a Cayman Islands Company (the "Purchaser"), to purchase
from U.S. holders shares of common stock, no par value (the "Shares"), of
Laboratorio Chile S.A., a publicly-traded stock corporation organized under
the laws of the Republic of Chile (the "Company"), other than those
beneficially owned by IVAX Corporation or its affiliates at a price of $1.25
per Share, net to the seller in cash and without interest thereon (the "U.S.
Offer Price"), upon the terms set forth in the U.S. Offer to Purchase.
Consideration for Shares validly tendered and not withdrawn will be paid in
Chilean pesos, calculated at Ch$629.00 per US$1.00, the "dolar observado" or
"Observed Exchange Rate" on June 29, 2001. The "dolar observado" or "Observed
Exchange Rate" for any date is the average exchange rate at which commercial
banks conduct 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. Please furnish copies of the enclosed materials
to those of your clients for whose accounts you hold Shares in your name or in
the name of your nominee.
For your information and for forwarding to those of your clients for whom
you hold Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. The U.S. Offer to Purchase, dated July 31, 2001;
2. A printed form of letter that may be sent to your clients for whose
account you hold Shares registered in your name or in the name of a nominee,
with space provided for obtaining such clients' instructions with regard to the
U.S. Offer;
3. The Form of Acceptance to be used by U.S. holders of Shares in
accepting the U.S. Offer;
4. The ADS Letter of Transmittal to be used by holders of ADSs in
accepting the U.S. Offer (which constitutes part of the U.S. Offer and is
provided for informational purposes only);
5. The ADS Notice of Guaranteed Delivery (which constitutes part of the
U.S. Offer and is provided for informational purposes only); and
6. The return envelope addressed to The Bank of New York (the "Receiving
Agent") (for tendering ADSs).
ADSs cannot be tendered by means of the enclosed Form of Acceptance
(which is exclusively for use in respect of Shares). If you hold ADSs, you
should use the enclosed ADS Letter of Transmittal for tendering such ADSs into
the U.S. Offer by following the instructions set forth in such form. Additional
information can be obtained from the Information Agent at (800) 758-5880.
We urge you to contact your clients as promptly as possible.
Please note the following:
1. The U.S. Offer is open to all holders of ADSs and to all U.S. holders
of Shares. See Section 1 of the U.S. Offer to Purchase.
2. The tender price is $1.25 per Share, net to the seller in cash and
without interest thereon, as set forth in the U.S. Offer to Purchase.
Consideration for Shares validly tendered and not withdrawn will be paid in
Chilean pesos, calculated at the Observed Exchange Rate on June 29, 2001.
3. Tendering holders will not be obligated to pay brokerage fees or
commissions pursuant to the U.S. Offer.
4. 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.
5. Each member of the Company's Board of Directors has reviewed the
Offers (as defined in the U.S. Offer to Purchase) and has determined, in his or
her individual capacity, that the Offers are favorable to the Company's
shareholders.
6. Notwithstanding any other provision of the U.S. Offer, payment for
Shares accepted for purchase pursuant to the U.S. Offer will in all cases be
made only after timely receipt by the Receiving Agent of the completed Form of
Acceptance, together with the following documents:
(a) Titulo(s) evidencing ownership of Shares, if Shares are held in
certificated form;
(b) a certificate from the Company registry or the DCV evidencing the
number of Shares, if any, held on deposit at the DCV, the number of Shares held
by the holder, and indicating the liens or encumbrances that affect the Shares;
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(c)duly signed Traspaso(s) indicating the number of Shares and the
number of original issue Shares, if any, to be tendered, with the date of such
Traspaso(s) in blank; and
(d)other documents required by the Form of Acceptance.
The Purchaser will not pay any fees or commissions to any broker, dealer
or other person for soliciting tenders of Shares and/or ADSs pursuant to the
U.S. Offer (other than the Receiving Agent and the Information Agent as
described in the U.S. Offer to Purchase). The Purchaser will, however, upon
request, reimburse you for customary mailing and handling expenses incurred by
you in forwarding any of the enclosed materials to your clients.
Any inquiries you may have with respect to the U.S. Offer should be
addressed to D.F. King & Co., Inc., the Information Agent for the U.S. Offer
at the address and telephone numbers set forth on the back cover page of the
U.S. Offer to Purchase.
Requests for copies of the enclosed materials should be directed to the
Information Agent.
Very truly yours,
IVAX Corporation
IVAX Holdings C.I.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON, THE AGENT OF THE PURCHASER, THE COMPANY, THE
RECEIVING AGENT, THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THEM, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE U.S. OFFER OTHER THAN THE
ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
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