SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Laboratorio Chile S.A.
(Name of Subject Company (Issuer))
IVAX Holdings C.I.
a wholly-owned subsidiary of
IVAX Corporation
(Name of Filing Persons (Offerors))
American Depositary Shares
(Each Representing 20 Shares of Common Stock)
Common Stock, no par value
(Titles of Classes of Securities)
(50540H104) American Depositary Shares
(P6121Q106) Common Stock
(CUSIP Numbers of Classes of Securities)
Adrienne Fauz Cornejo, Esq.
Associate General Counsel
IVAX Corporation
4400 Biscayne Boulevard
Miami, Florida 33137
(305) 575-6000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of the
Person(s) Filing Statement)
COPIES TO:
Jose Maria Eyzaguirre, Esq.
Laurie Green, Esq. Matias de Marchena, Esq.
Kara L. MacCullough, Esq. Claro y Cia.
Akerman, Senterfitt & Eidson, P.A. Apoquindo 3721 - 13th Floor
SunTrust International Center, 28th Floor P.O. Box 1867
One Southeast Third Avenue Postal Code 6760352
Miami, Florida 33131-1714 Santiago Chile
(305) 374-5600 (56-2) 367 30 00
CALCULATION OF FILING FEE(1)
================================================================================
TRANSACTION VALUATION AMOUNT OF FILING FEE
- --------------------------------------------------------------------------------
$80,233,925 $16,046.79
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(1) The filing fee has been calculated pursuant to Rule 0-11(d) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), based upon
U.S. $25.00 per American Depositary Share ("ADS") with respect to 3,209,357
outstanding ADSs as of April 30, 2001. The number of outstanding ADSs is based
upon information provided to the bidder by Laboratorio Chile S.A. ("LabChile").
Based upon information provided to the bidder by LabChile, there are no shares
of common stock, no par value (the "Shares"), excluding Shares represented by
ADSs, held by U.S. holders, as defined in Rule 14d-1(d) under the Exchange Act.
Therefore, no fee is being paid with respect to the acquisition of Shares.
[_] Check 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 on the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
[_] Check the box if the filing relates solely to preliminary communication
made before the commencement of a tender offer.
Check the appropriate boxes below 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:
The Tender Offer Statement on Schedule TO (the "Schedule TO") relates to
an offer by IVAX Holdings C.I. ("Purchaser"), a Cayman Islands company and a
wholly-owned subsidiary of IVAX Corporation, a Florida corporation ("IVAX"), to
purchase all outstanding American Depositary Shares (the "ADSs") of Laboratorio
Chile S.A. ("LabChile") and all shares of common stock, no par value (the
"Shares") of LabChile held by U.S. holders within the meaning of Rule 14d-1(d)
of the Exchange Act, upon the terms and subject to the conditions set forth in
the U.S. Offer to Purchase dated May 31, 2001 (the "Offer to Purchase"), and in
the related ADS Letter of Transmittal and Form of Acceptance, copies of which
are attached hereto as Exhibits (a)(1), (a)(2) and (a)(8) (which are
collectively referred to as the "U.S. Offer Documents"). Each ADS represents 20
Shares.
The information in the U.S. Offer Documents, including the schedules
thereto, are hereby expressly incorporated herein by reference in response to
all the items of this Schedule TO, except as otherwise set forth below.
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ITEM 4. TERMS OF THE TRANSACTION.
(a)(1)(ix), (x) and (xi) Not Applicable.
(a)(2) Not Applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) None.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(c)(1), (c)(2) and (c)(5) Not Applicable.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(d) Not Applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) None.
ITEM 10. FINANCIAL STATEMENTS
Not Applicable.
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase dated May 31, 2001
(a)(2) Form of ADS 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 for Shares of Common Stock
(a)(5) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees for American Depositary Shares
(a)(6) Form of Letter to Clients for Shares of Common Stock
(a)(7) Form of Letter to Clients for American Depositary Shares
(a)(8) Form of Acceptance
(a)(9) Summary Advertisement dated May 31, 2001 in the Wall Street
Journal
(d)(1) Agreement to Tender (incorporated by reference to the Form 8-K
filed by IVAX Corporation on May 25, 2001)
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.
IVAX Corporation
May 31, 2001 By: /s/ Neil Flanzraich
---------------------------------
Neil Flanzraich
Vice Chairman and President
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.
IVAX Holdings C.I.
May 31, 2001 By: /s/ Neil Flanzraich
---------------------------------
Neil Flanzraich
President
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