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 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and not withdrawn will be paid in United States dollars.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.
We are (or our nominee is) the holder of record of ADSs held by us for
your account. A tender of such ADSs can be made only by us as the holder of
record and pursuant to your instructions. The ADS Letter of Transmittal is
furnished to you for your information only and cannot be used by you to tender
ADSs 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 ADSs held by us for your account pursuant to
the terms and conditions set forth in the U.S. Offer.
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.
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, 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
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) 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.
If you wish to have us tender any or all of the ADSs held by us for your
account, please so instruct us by completing, executing, detaching and
returning to us the instruction form set forth herein. If you authorize the
tender of your ADSs, all such ADSs 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 ADSs 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 ADSs 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 ADSs (Evidenced By American Depositary Receipts)
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 than 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 ADSs indicated below (or
if no number is indicated below, all ADSs) 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 ADS Letter of Transmittal.
Dated: July 31, 2001
Number of ADSs 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 ADSs are to be
tendered.
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