SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Amendment No. 5
CHIREX INC.
(Name of Subject Company)
COUSIN ACQUISITION, INC.
RHODIA
(Names of Filing Persons (Offerors))
Common Stock, Par Value $.01 Per Share
(Including the Associated Preferred Share Purchase Rights)
170038 10 3
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
John P. Donahue
Rhodia Inc.
259 Prospect Plains Road
Cranbury, New Jersey 08512
Tel.: (609) 860-4370
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of filing persons)
Copy to:
Hubertus V. Sulkowski
Shearman & Sterling
114 avenue des Champs Elysees
75008 Paris, France
(33-1) 53-89-70-00
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee**
- --------------------------------------------------------------------------------------------
$557,738,844 $111,547.80
============================================================================================
* Estimated for purposes of calculating the amount of the filing fee only.
Calculated by multiplying $31.25, the per share tender offer price, by
17,847,643, the sum of the (i) 15,263,977 currently outstanding shares of
Common Stock sought in the Offer as of July 23, 2000, (ii) outstanding
options with respect to 2,508,666 shares of Common Stock as of July 23,
2000, and (iii) 75,000 shares of Common Stock that could be purchased under
the Company's employee stock purchase plan, as of July 31, 2000.
** Calculated as 1/50 of 1% of the transaction value.
[X] Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $ 111,547.80 Filing Party: Cousin Acquisition,
Inc., Rhodia
Form or Registration No.: Schedule TO Date Filed: August 4, 2000
Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
+ issuer tender offer subject to Rule 13e-4.
++ going-private transaction subject to Rule 13e-3.
+++ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer:
This Amendment No. 5 amends and supplements the Tender Offer Statement on
Schedule TO originally filed with the Securities and Exchange Commission (the
"Commission") on August 4, 2000 by Rhodia, a French corporation ("Parent") and
Cousin Acquisition, Inc., a Delaware corporation ("Purchaser") and an indirect
wholly owned subsidiary of Parent. The Schedule TO relates to the offer by
Purchaser to purchase all issued and outstanding shares of Common Stock, par
value $.01 per share (the "Common Shares"), together with the associated rights
to purchase preferred shares that are issued pursuant to the Rights Agreement
dated as of March 31, 1997 between ChiRex Inc. and The First National Bank of
Boston as Rights Agent (the "Rights" and, together with the Common Shares, the
"Shares"), of ChiRex Inc., a Delaware corporation (the "Company"), at a purchase
price of $31.25 per Share, net to the seller in cash, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated August 4, 2000 (the
"Offer to Purchase") and in the related Letter of Transmittal, which, together
with any amendments or supplements thereto, collectively constitute the "Offer".
Copies of the Offer to Purchase and the related Letter of Transmittal are filed
with the Schedule TO as Exhibits (a)(1) and (a)(2), respectively. Capitalized
terms used and not defined herein shall have the meanings assigned to such terms
in the Offer to Purchase or in the Schedule TO.
Item 11. Additional Information
Item 11 of the Schedule TO, which incorporates by reference the information
contained in the Offer to Purchase, is hereby amended by adding the following at
the end of Section 10 of the Offer to Purchase ("Background of the Offer;
Contacts with the Company; the Merger Agreement and Related Agreements"):
"On August 24, 2000, Mr. Stephen Buchwald, a scientific advisor to the Company,
agreed to extend his consulting agreement with the Company until December 31,
2001, subject to the consummation of the Offer. On August 25, 2000, Mr. Andrew
Myers, a scientific advisor to the Company, agreed to extend his consulting
agreement with the Company until December 31, 2001, subject to the consummation
of the Offer. Parent also agreed to grant 5,000 SARs to Mr. Myers subject to the
consummation of the Offer. The SARs have a ten-year term and an exercise price
equal to the average trading price of Parent common stock for the 20 trading
days immediately preceding the date of grant. 50% of the SARs will vest and
become exercisable on each of December 31, 2001 and December 31, 2002, provided
that Mr. Myers' consulting agreement is in full force and effect on the relevant
date. The unvested SARs will be forfeited if Mr. Myers' consulting services are
terminated voluntarily by Mr. Myers or by the Company or Parent for cause. If
Mr. Myers' consulting services are terminated by the Company or Parent other
than for cause, then all SARs shall be fully vested and immediately exercisable
for the full ten-year term. Copies of these agreements are attached as Exhibits
(d)(17) through (d)(19) hereto and are incorporated herein by reference."
Item 12. Material to Be Filed as Exhibits.
(d)(17) Extension to Consulting Agreement, dated August 24, 2000 between the
Company and Stephen Buchwald.
(d)(18) Extension to Consulting Agreement, dated August 25, 2000 between the
Company and Andrew Myers.
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(d)(19) Letter agreement re: grants of stock appreciation rights, dated August
25, 2000, between Parent and Andrew Myers.
3
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: August 29, 2000
COUSIN ACQUISITION, INC.
By: /s/ John P. Donahue
Name: John P. Donahue
Title: President, Secretary and Treasurer
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After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 29, 2000
RHODIA
By: /s/ Michel Marien
Name: Michel Marien
Title: President of the Life Science
Chemicals Enterprise
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EXHIBIT INDEX
Exhibit
No.
*(a)(1) Offer to Purchase dated August 4, 2000.
*(a)(2) Form of Letter of Transmittal.
*(a)(3) Form of Notice of Guaranteed Delivery.
*(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
*(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
*(a)(6) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
*(a)(7) Summary Advertisement as published in The Wall Street Journal on
August 4, 2000.
*(a)(8) Joint Press Release issued by Parent and the Company on July 24,
2000.
*(a)(9) Transcript of Analyst Conference Call held on July 24, 2000, and
made available for replay on July 25, 2000.
*(a)(10) Press Release Issued by Parent on August 4, 2000.
*(a)(11) Press Release issued by Parent on August 16, 2000.
*(a)(12) Press Release issued by Parent on August 17, 2000.
*(d)(1) Agreement and Plan of Merger, dated as of July 24, 2000, among
Parent, Purchaser and the Company.
*(d)(2) Confidentiality Agreement, dated May 26, 2000, between Parent and
the Company.
*(d)(3) Confidentiality Agreement, dated June 27, 2000, between Parent and
the Company.
*(d)(4) Consulting Agreement, dated as of the 24th day of July, 2000, among
the Company, Michael A. Griffith and Parent.
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* Previously filed.
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*(d)(5) Consulting Agreement, dated as of the 24th day of July, 2000, among
the Company, Francis Jackson Wright and Parent.
*(d)(6) Extension to Consulting Agreement, dated as of the 21st day of July,
2000, between the Company and K. Barry Sharpless.
*(d)(7) Employment Agreement, dated as of the 24th day of July, 2000, among
the Company, Ian D. Shott and Parent.
*(d)(8) Employment Agreement, dated as of the 24th day of July, 2000, among
the Company, Bruce P. Shutts and Parent.
* (d)(9) Employment Agreement, dated as of the 24th day of July, 2000, among
the Company, Stuart E. Needleman and Parent.
*(d)(10) Letter agreement re: grants of stock appreciation rights, dated as
of July 21st 2000, between Parent and K. Barry Sharpless.
*(d)(11) Euros 200,000,000 multicurrency revolving credit agreement dated
November 22, 1999.
*(d)(12) Euros 100,000,000 multicurrency revolving credit facility dated
January 24, 2000.
*(d)(13) Euros 150,000,000 revolving credit facility dated November 15,
1999.
*(d)(14) Euros 150,000,000 multicurrency revolving credit facility dated
January 3, 2000.
*(d)(15) English translation of Euros 120,000,000 multicurrency credit
facility dated September 6, 1999.
*(d)(16) English translation of Euros 150,000,000 multicurrency credit
facility dated August 16, 1999.
(d)(17) Extension to Consulting Agreement, dated August 24, 2000 between the
Company and Stephen Buchwald.
(d)(18) Extension to Consulting Agreement, dated August 25, 2000 between the
Company and Andrew Myers.
(d)(19) Letter agreement re: grants of stock appreciation rights, dated August
25, 2000, between Parent and Andrew Myers.
*(x)(24) Power of attorney from Mr. Bravard to Mr. Marien.
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* Previously filed.
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