U.S. Offer to Purchase for Cash
All Outstanding Shares of Common Stock
and
American Depositary Shares ("ADSs")
(Evidenced by American Depositary Receipts)
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 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 Our Clients:
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Consideration for Shares validly tendered and not withdrawn will be paid in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.
We are (or our nominee is) the holder of record of Shares held by us for
your account. A tender of such Shares can be made only by us as the holder of
record and pursuant to your instructions. The Form of Acceptance is furnished
to you for your information only and cannot be used by you to tender Shares
held by us for your account.
Accordingly, we request instruction as to whether you wish to have us
tender on your behalf any or all Shares held by us for your account pursuant
to the terms and conditions set forth in the U.S. Offer.
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.
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 Ch$629.00 per Ch$1.00.
3.Tendering holders will not be obligated to pay brokerage fees or
commissions.
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, a majority of which
IVAX appointed, 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;
(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.
If you wish to have us tender any or all of the Shares held by us for
your account, please so instruct us by completing, executing, detaching and
returning to use the instruction form set forth herein. If you authorize the
tender of your Shares, all such Shares will be tendered unless otherwise
specified below. An envelope to return your instructions to us is enclosed.
Your instructions should be forwarded to us in ample time to permit us to
submit a tender on your behalf prior to the Expiration Date.
The U.S. Offer is made solely by the U.S. Offer to Purchase, and in the
related Form of Acceptance and ADS Letter of Transmittal. The Purchaser is not
aware of any jurisdiction where the making of the U.S. Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If the
Purchaser becomes aware of any valid state statute prohibiting the making of
the U.S. Offer or the acceptance of Shares pursuant thereto, Purchaser will
make a good faith effort to comply with such state statute. If, after such
good faith effort, Purchaser cannot comply with such state statute, the U.S.
Offer will not be made to, nor will tenders be accepted from or on behalf of,
the holders of Shares in such state. In any jurisdiction where the securities,
blue sky or other laws require the U.S. Offer to be made by a licensed broker
or dealer, the U.S. Offer will 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.
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Instruction Form for Shares of Laboratorio Chile S.A.
The undersigned acknowledge(s) receipt of your letter and the U.S. Offer
to Purchase dated July 31, 2001, and the related Form of Acceptance and ADS
Letter of Transmittal in connection with the U.S. Offer by IVAX Holdings, C.I.
to purchase all outstanding Shares (including Shares represented by ADSs),
other that those Shares beneficially owned by IVAX Corporation or its
affiliates pursuant to the terms set forth in the U.S. Offer to Purchase.
This will instruct you to tender the number of Shares indicated below
(or if no number is indicated below, all Shares) held by you for the account
of the undersigned, upon the terms and subject to the conditions set forth in
the U.S. Offer to Purchase and the related Form of Acceptance.
Dated: July 31, 2001
Number of Shares to be Tendered*
_____________________________________
Signature(s)
_____________________________________
Please Print Name(s)
_____________________________________
Address(es)
_____________________________________
Area Code and Tel. No.
_____________________________________
Employer Identification or Social
Security No.
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* Unless otherwise indicated, it will be assumed that all your Shares are to
be tendered.
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