Exhibit 99(A)(9)
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This announcement is not an offer to purchase or a solicitation of an offer to
sell Shares and/or ADSs. The U.S. Offer is made solely by the U.S. Offer to
Purchase dated May 31, 2001 and the related Form of Acceptance and ADS
Letter of Transmittal and is not being made to, nor will tenders be
accepted from or on behalf of, holders of Shares and/or ADSs in any
jurisdiction in which the making of the U.S. Offer or acceptance
thereof would not be in compliance with the laws of such jurisdiction.
In those jurisdictions where it is required that the U.S. Offer
be made by a licensed broker or dealer, the U.S. Offer shall be
deemed to be made on behalf of the Purchaser (as defined below)
by Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS
Warburg LLC (collectively, the "Dealer Managers") or one or
more registered brokers or dealers licensed under the laws
of such jurisdiction.
Notice of U.S. Offer to Purchase for Cash
All Outstanding Shares of Common Stock
and American Depositary Shares
of
Laboratorio Chile S.A.
at
$1.25 Net per Share of Common Stock and
$25.00 Net per American Depositary Share
(each American Depositary Share representing 20 Shares of Common Stock)
by
IVAX Holdings C.I.
a wholly-owned subsidiary of
IVAX Corporation
IVAX Corporation, a Florida corporation ("IVAX"), through simultaneous
offers in the United States and Chile, is seeking to acquire for cash all of the
outstanding shares of common stock, no par value (the "Shares"), of Laboratorio
Chile S.A. (the "Company"), including Shares represented by American Depositary
Shares (the "ADSs"). In the United States, IVAX Holdings C.I., a Cayman Islands
company (the "Purchaser"), which is a wholly-owned subsidiary of IVAX, is
seeking to acquire all outstanding Shares held by U.S. holders (as defined in
Rule 14d-1(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), and all outstanding ADSs at a price of $1.25 per Share and $25.00 per
ADS, net to the seller in cash and without interest thereon, upon the terms and
subject to the conditions set forth in the U.S. Offer to Purchase dated May 31,
2001 (the "U.S. Offer to Purchase") and in the related Form of Acceptance and
ADS Letter of Transmittal (which, as amended or supplemented from time to time,
together constitute the "U.S. Offer"). Each sale of ADSs pursuant to the U.S.
Offer will be settled in United States dollars. Each sale of Shares pursuant to
the U.S. Offer will be settled in Chilean pesos, calculated at the "dolar
observado" or "Observed Exchange Rate" for the Expiration Date. 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.
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THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 NOON, NEW YORK
CITY TIME, ON FRIDAY, JUNE 29, 2001, UNLESS THE U.S. OFFER IS EXTENDED.
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The U.S. Offer is being made in conjunction with an offer in Chile (the
"Chilean Offer" and together with the U.S. Offer, the "Offers") by Inversiones
Glaciar I Limitada, a subsidiary of the Purchaser, which is seeking to acquire
all Shares, including Shares held by U.S. holders. Non-U.S. holders of Shares
must tender their Shares in the Chilean Offer. U.S. holders of Shares may tender
their Shares into either the U.S. Offer or the Chilean Offer, but not into both
Offers. The Chilean Offer will be effected through a cash tender offer in Chile
for all outstanding Shares, including Shares held by U.S. holders. In the event
that the price per Share to be paid in the Chilean Offer is increased, the
Purchaser will make a corresponding increase to the price paid per Share and ADS
in the U.S. Offer.
IVAX entered into an agreement, dated as of May 18, 2001 (the "Agreement to
Tender"), with Comercial e Inversiones Portfolio Limitada and Inversiones
Portfolio S.A. (collectively, the "Principal Shareholders"), which collectively
hold approximately 28% of the Shares. Pursuant to the Agreement to Tender the
Principal Shareholders have agreed to vote all of their Shares in favor of the
Bylaw Amendments and to tender all of their Shares into the Chilean Offer and
their ADSs into the U.S. Offer, subject to certain conditions.
The Offers are subject to a number of conditions, including:
(i) The bylaw amendments described in the U.S. Offer to Purchase (the
"Bylaw Amendments") are approved by the affirmative vote of at least 75% of
holders of the outstanding Shares (including Shares represented by ADSs) at an
extraordinary meeting of the shareholders called for such purpose (the
"Shareholders Meeting") and are legalized and effective under Chilean law. The
Bylaw Amendments will, among other things, eliminate the restriction currently
contained in the Company's Bylaws that limits to 49.9% the percentage of the
Shares that may be owned and voted by one shareholder, directly or through
related persons, and eliminate the obligation of the Company to comply with the
provisions of Chilean Decree Law 3,500;
(ii) At least 67% of the Shares (including Shares represented by ADSs)
shall have been tendered into the Offers at the time votes are cast at the
Shareholders Meeting to approve the Bylaw Amendments;
(iii) There shall not have been a breach of Section 2.7 of the Agreement to
Tender and, as a result of the information provided pursuant to Section 2.7,
IVAX shall not have become aware of any facts or circumstances that indicate (a)
that the Company's filings with the Securities and Exchange Commission (the
"Commission") contained, at the time of their respective filing, untrue
statements of material facts or omitted to state material facts necessary to
make the statements made therein, in light of the circumstances in which they
were made, not misleading and such untrue statements or omissions would
reasonably be expected to cause a material adverse effect on the condition
(financial or otherwise), business, properties, assets, liabilities or results
of operation of the Company and its subsidiaries, taken as a whole, (b) that any
event or development shall have occurred which would reasonably be expected to
cause a material adverse effect on the condition (financial or otherwise),
business, properties, assets, liabilities or results of operation of the Company
and its subsidiaries, taken as a whole from that reflected in the Company's
Commission filings or (c) that the Company shall have changed its business or
accounting practices from those in place on December 31, 1999 such that the
Company's publicly reported financial statements as of and for the twelve month
period ended December 31, 2000 or as of and for the three month period ended
March 31, 2001 were materially misleading; and
(iv) the other material conditions, including conditions relating to the
operation of the Company's business, more fully described in Section 15 of the
U.S. Offer to Purchase.
The purpose of the Offers is to enable IVAX to acquire control of, and all
of the equity interest in, the Company. IVAX intends, as soon as practicable
after consummation of the Offers, to seek majority representation on the
Company's Board of Directors. IVAX will seek to elect a majority of its
designees to the Company's Board of Directors such that IVAX will control the
Company's Board of Directors. In addition, IVAX intends, as soon as practicable
after consummation of the Offers, to call a meeting of the shareholders or take
such other appropriate corporate action in order to amend, to the extent
permitted by applicable law, the Company's dividend policy so as to reduce the
percentage of net income that the Company is obligated to pay as a cash dividend
each year.
If any condition to the U.S. Offer is not satisfied, the Purchaser may (i)
terminate the U.S. Offer and return all tendered Shares and ADSs to tendering
shareholders and ADS holders, (ii) extend the U.S. Offer and, subject to
withdrawal rights as set forth in Section 5 of the U.S. Offer to Purchase,
retain all such Shares and ADSs until the expiration of the U.S. Offer as so
extended, (iii) waive such conditions and, subject to any requirement to extend
the period of time during which the U.S. Offer is open, purchase all Shares and
ADSs validly tendered by the Expiration Date and not withdrawn, or (iv) delay
acceptance for payment or payment of Shares and ADSs, subject to applicable law,
until satisfaction or waiver of the conditions to the U.S. Offer.
Tendering holders of Shares and tendering holders of ADSs who have Shares
and ADSs registered in their own name and who tender their Shares and/or ADSs to
the Purchaser will not have to pay brokerage fees or similar expenses. Tendering
holders of Shares and tendering holders of ADSs who own Shares and/or ADSs
through a broker or other nominee, and such broker or nominee tenders their
Shares and/or ADSs on their behalf, may have to pay a fee. Such tendering
holders of Shares and ADSs should consult with their broker or nominee to
determine whether any charges will apply.
For purposes of the U.S. Offer, the Purchaser shall be deemed to have
accepted for payment tendered Shares and ADSs when and if the Purchaser gives
oral or written notice to the Receiving Agent (as defined in the U.S. Offer to
Purchase) of the Purchaser's acceptance of the tenders of such Shares and ADSs.
Payment for Shares and ADSs accepted for payment pursuant to the U.S. Offer will
be made by deposit of the purchase price with the Receiving Agent which will act
as agent for tendering shareholders for the purpose of receiving payments from
the Purchaser and transmitting payments to such tendering shareholders. In all
cases, payment for Shares and ADSs accepted for payment pursuant to the U.S.
Offer will be made only after timely receipt by the Receiving Agent of Titulo(s)
and a certificate from the Deposito Central de Valores for such Shares and by
the Receiving Agent of ADRs for such ADSs (or of a confirmation of a book-entry
transfer of such Shares and ADSs, into the Receiving Agent's account at the
Book-Entry Transfer Facility (as defined in Section 4 of the U.S. Offer to
Purchase)), a properly completed and duly executed Form of Acceptance (in the
case of Shares) or ADS Letter of Transmittal (in the case of ADSs) (or
facsimiles thereof) and all other required documents. Accordingly, payment may
be made to tendering shareholders at different times if delivery of the Shares
and ADSs and other required documents occur at different times. Please see the
U.S. Offer to Purchase for full details on the procedure for tendering Shares
and ADSs.
Under no circumstances will interest be paid on the purchase price for the
tendered Shares and/or ADSs, regardless of any delay in making such payment or
extension of the Expiration Date.
The term "Expiration Date" means 12:00 noon, New York City time, on June
29, 2001, unless the Purchaser has extended the period of time for which the
U.S. Offer is open, in which event the term "Expiration Date" will mean the
latest time and date at which the U.S. Offer, as so extended by the Purchaser,
will expire.
The Purchaser reserves the right, at any time or from time to time and
regardless of whether or not any of the conditions specified in Section 15 of
the U.S. Offer to Purchase have been satisfied, to extend for any reason the
period of time during which the U.S. Offer is open, and to amend the U.S. Offer
in any respect, by giving oral or written notice of such extension or amendment
to the Receiving Agent and followed as promptly as practicable by public
announcement thereof.
The Purchaser may also elect to provide a "subsequent offering period" for
the U.S. Offer. A subsequent offering period, if one is included, will be an
additional period of time beginning after the Purchaser has purchased Shares
tendered during the U.S. Offer, during which shareholders may tender, but not
withdraw, their Shares and ADSs and receive the offer consideration. The
Purchaser does not currently intend to include a subsequent offering period,
although it reserves the right to do so.
Tenders of Shares and ADSs made pursuant to the U.S. Offer may be withdrawn
at any time prior to the Expiration Date. Thereafter, such tenders are
irrevocable, except that they may be withdrawn after July 29, 2001 unless
theretofore accepted for payment as provided in the U.S. Offer to Purchase. For
a withdrawal to be effective, a written, telegraphic, telex or facsimile
transmission notice of withdrawal must be timely received by the Receiving Agent
at the address set forth on the back cover of the U.S. Offer to Purchase and
must specify the name of the person who tendered the Shares and/or ADSs to be
withdrawn and the number of Shares and/or ADSs to be withdrawn and the name of
the registered holder of Shares and/or ADSs, if different from that of the
person who tendered such Shares and/or ADSs. If the Shares and/or ADSs to be
withdrawn have been delivered to the Receiving Agent, a signed notice of
withdrawal with (except in the case of Shares and ADSs tendered by an Eligible
Institution (as defined in the U.S. Offer to Purchase)) signatures guaranteed by
an Eligible Institution must be submitted prior to the release of such Shares
and/or ADSs. In addition, such notice must specify, in the case of Shares and
ADSs tendered by delivery of certificates, the name of the registered holder (if
different from that of the tendering shareholder) and the serial numbers shown
on the particular Titulos and/or ADRs evidencing the Shares and/or ADSs to be
withdrawn or, in the case of Shares and/or ADSs tendered by book-entry transfer,
the name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Shares and/or ADSs. None of the Purchaser, IVAX, the
Dealer Managers, the Receiving Agent, the Information Agent or any other person
will be under any duty to give notification of any defect or irregularity in any
notice of withdrawal or incur any liability for failure to give any such
notification.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
under the Exchange Act is contained in the U.S. Offer to Purchase and is
incorporated herein by reference.
A request has been made to the Company for the use of its stockholder
registry and security position listings for the purpose of disseminating the
U.S. Offer to holders of Shares and ADSs. The U.S. Offer to Purchase, Form of
Acceptance, ADS Letter of Transmittal and ADS Notice of Guaranteed Delivery will
be mailed to record holders of ADSs and U.S. holders of Shares and will be
furnished to brokers, banks and similar persons whose names, or the names of
whose nominees, appear on the stockholder list, or if applicable, who are listed
as participants in a clearing agency's security position, listing for subsequent
transmittal to beneficial owners of ADSs and beneficial owners of Shares who are
U.S. holders.
As of the date hereof, the Company's Board of Directors has not reviewed
the U.S. Offer and has not taken a position with respect to the U.S. Offer.
The U.S. Offer to Purchase and the related Form of Acceptance and ADS
Letter of Transmittal contain important information and should be read in their
entirety before any decision is made with respect to the U.S. Offer.
Questions or requests for assistance or additional copies of the U.S. Offer
to Purchase, the Form of Acceptance, the ADS Letter of Transmittal and the ADS
Notice of Guaranteed Delivery may be directed to the Information Agent or the
Dealer Managers at their respective addresses and telephone numbers set forth
below. Additional copies of the U.S. Offer to Purchase, the Form of Acceptance,
the ADS Letter of Transmittal and the ADS Notice of Guaranteed Delivery will be
furnished at Purchaser's expense. A holder of Shares and/or ADSs also may
contact his or her broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the U.S. Offer.
The Information Agent for the U.S. Offer is:
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
Bankers and Brokers Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 758-5880
The Dealer Managers for the U.S. Offer are:
Merrill Lynch & Co. UBS Warburg LLC
Four World Financial Center 299 Park Avenue
New York, NY 10080 New York, NY 10171
Call Collect: (212) 236-3790 Call Collect: (212) 821-3983
May 31, 2001
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