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 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
American Depositary Shares ("ADSs") of Laboratorio Chile S.A., a publicly
traded stock corporation organized under the laws of the Republic of Chile
(the "Company"), at a price of $25.00 per ADS, net to the seller in cash and
without interest thereon (the "U.S. Offer Price"), other than those
beneficially owned by IVAX Corporation or its affiliates upon the terms set
forth in the U.S. Offer to Purchase. Consideration for ADSs validly tendered
and not withdrawn will be paid in United States dollars. Holders of ADSs whose
ADSs are not immediately available or who cannot deliver their American
Depositary Receipts ("ADRs") and all other required documents to The Bank of
New York as receiving agent (the "Receiving Agent"), or complete the
procedures for book-entry transfer prior to the Expiration Date (as defined in
the U.S. Offer to Purchase) must tender their ADSs according to the Guaranteed
Delivery Procedures set forth in Section 4 of the U.S. Offer to Purchase.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold ADSs 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 ADSs 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 ADSs 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 ADS Letter of Transmittal to be used by holders of ADSs in
accepting the U.S. Offer;
4. The ADS Notice of Guaranteed Delivery to be used to accept the U.S.
Offer if ADRs evidencing ADSs and all other required documents are not
immediately available or cannot be delivered to the Receiving Agent by the
Expiration Date or if, in the case of book-entry delivery of ADSs, the
procedures for book-entry transfer set forth in "Section 4. Procedure for
Accepting the U.S. Offer -- Holders of Remaining ADSs" of the U.S. Offer to
Purchase cannot be completed by the Expiration Date;
5. The Form of Acceptance (which constitutes part of the U.S. Offer and
is being provided for information purposes only);
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. The return envelope addressed to The Bank of New York (the "Receiving
Agent") (for tendering ADSs).
Shares cannot be tendered by means of the enclosed ADS Letter of
Transmittal (which is exclusively for use in respect of ADSs). If you hold
Shares, you should use the enclosed Form of Acceptance for tendering such
Shares 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 $25.00 per ADS, net to the seller in cash and
without interest thereon, as set forth in the U.S. Offer to Purchase.
Consideration for tendered ADSs will be paid in United States dollars.
3. Tendering holders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the ADS Letter of
Transmittal, transfer taxes on the purchase of ADSs by the Purchaser pursuant
to the U.S. Offer. However, U.S. federal income tax backup withholding at a
rate of 31% may be required, unless the required taxpayer identification
information is provided. See Instruction 11 of the ADS Letter of Transmittal.
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
ADSs accepted for purchase pursuant to the U.S. Offer will in all cases be
made only after timely receipt by the Receiving Agent of (a) American
Depositary Receipts ("ADRs"), as appropriate pursuant to the procedures set
forth in Section 4 of the U.S. Offer to Purchase, or a timely book-entry
confirmation with respect to such ADSs, (b) the ADS Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with any required
signature guarantees or an Agent's Message (as defined in the U.S. Offer to
Purchase) in connection with a book-entry transfer, and (c) any other
documents required by the ADS Letter of Transmittal.
2
In order to take advantage of the U.S. Offer: (i) a duly executed and
properly completed ADS Letter of Transmittal or a copy thereof and any
required signature guarantee or other required documents should be sent to the
Receiving Agent; and (ii) ADRs representing the tendered ADSs or a timely
Book-Entry Confirmation (as defined in the U.S. Offer to Purchase) should be
delivered to the Receiving Agent in accordance with the instructions set forth
in the ADS Letter of Transmittal and the U.S. Offer to Purchase.
If holders of ADSs wish to tender, but it is impracticable for them to
forward their ADRs or other required documents or complete the procedures for
book-entry transfer prior to the Expiration Date, a tender may be effected by
following the guaranteed delivery procedures specified in Section 4 of the
U.S. Offer to Purchase.
The Purchaser will not pay any fees or commissions to any broker, dealer
or other person for soliciting tenders of 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. The Purchaser will pay or cause
to be paid any transfer taxes payable on the transfer of ADSs to it, except as
otherwise provided in Instruction 6 of the ADS Letter of Transmittal.
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.
3