SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 02549
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FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 16, 1998
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INTERNATIONAL MUREX TECHNOLOGIES CORPORATION
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(Exact name of registrant as specified in its charter)
BRITISH COLUMBIA
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(State or other jurisdiction of incorporation)
0-26144 N/A
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(Commission File Number) (IRS Employer Identification No.)
2255 B. QUEEN STREET EAST, SUITE 828, TORONTO, ONTARIO M4E 1G3
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(Address of principal executive offices) (Zip Code)
(519) 836-8016
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(Registrant's Telephone Number)
N/A
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(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(b) On March 16, 1998, International Murex
Technologies Corporation, a British Columbia corporation (the
"Company"), entered into an Acquisition Agreement, dated as of
March 13, 1998 (the "Acquisition Agreement"), with Abbott
Laboratories ("Parent") and AAC Acquisition Ltd., a British
Columbia corporation and indirect wholly-owned subsidiary of
Parent (the "Subsidiary"). Under the Acquisition Agreement,
Subsidiary will commence a tender offer (the "Offer") no later
than March 20, 1998 for all of the outstanding common stock of
the Company (the "Shares") at U.S.$13.00 per Share, net to the
shareholder in cash (the "Net Share Amount").
Following the completion of the Offer, the remaining
Shares will be acquired by Subsidiary in a compulsory acquisition
or amalgamation at the Net Share Amount (the "Amalgamation")
pursuant to the Company Act of British Columbia.
The Offer is conditioned, among other things, upon
satisfaction, in Subsidiary's sole discretion, of the following
conditions: (i) the condition that there shall have been validly
tendered and not properly withdrawn on or prior to the expiration
date of the Offer a number of Shares which constitutes at least
75% of the Company's outstanding voting power (assuming the
exercise of all outstanding options to purchase shares which
options are not subject to binding agreements to cancel) (the
"Minimum Condition"), and (2) the expiration or termination of
any applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, (the "HSR Act"),
the Canadian Competition Act, the Investment Canada Act, any
applicable requirements of any laws or regulations relating to
the regulation of monopolies or competition in Germany or any
applicable requirements of the United Kingdom Fair Trading Act.
The Minimum Condition may be waived by Subsidiary provided that
Subsidiary purchases Shares representing at least a majority of
the Shares outstanding (assuming the exercise of all outstanding
options to purchase Shares which options are not subject to
binding agreements to cancel).
Concurrent with the execution of the Acquisition
Agreement, three principal shareholders and two executive
officers of the Company entered into Shareholder Agreements with
Parent, pursuant to which these shareholders agreed, subject to
certain conditions, to tender pursuant to the Offer, in the
aggregate 5,696,612 Shares, constituting approximately 33.9% of
the outstanding Shares of the Company. These shareholders also
granted an option (the "Option") to Parent to purchase their
Shares at the Per Share Amount. Should Parent exercise the
Option, Parent or Subsidiary must use its reasonable best efforts
for a period of six months thereafter to consummate the
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Amalgamation, and if the Amalgamation is not effected, for a
period of three years after the purchase, Parent will not
purchase any additional Shares except at or above the Net Share
Amount, excluding purchases of up to 2% of the Shares for pension
plans and other fiduciary entities of the Parent. Two other
shareholders owning an aggregate of 1,935,617 Shares, or
approximately 11.5% of the outstanding Shares, agreed to tender
their respective Shares in the Offer.
In July 1996, a subsidiary of the Company filed a
patent infringement action against Parent in the United States
District Court, Northern District of Georgia, seeking injunctive
relief against Parent and damages for infringement by Parent of a
patent held by the subsidiary (the "Abbott Litigation"). The
Acquisition Agreement provides that the parties would cease to
actively prosecute the Abbott Litigation and to seek a stay, and
that upon closing the Offer, the Abbott Litigation would be
dismissed with prejudice.
On March 15, 1998, the Board of Directors of the
Company resolved, among other things, to waive application of the
Company's Stockholder Protection Rights Agreement with The Bank
of New York, dated August 31, 1995 (the "Rights Agreement"), to
the Offer and its related transactions. In addition, the Company
has amended the Rights Agreement to specifically exclude (i)
Parent and Subsidiary from the definition of "Acquiring Person"
and (ii) the Acquisition Agreement and the Shareholder Agreements
and the consummation of transactions contemplated or permitted
therein from falling within the scope of the Rights Agreement.
On March 16, 1998, the Company and Parent issued a
joint press release with respect to entry into the Acquisition
Agreement and the transactions contemplated thereby.
The Acquisition Agreement, the Shareholder Agreements,
the amendment to the Rights Agreement and the press release are
attached hereto as Exhibits and are incorporated herein by
reference.
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ITEM 7. EXHIBITS
1. Acquisition Agreement, dated as of March 13, 1998,
among International Murex Technologies Corporation,
Abbott Laboratories and AAC Acquisition Ltd.
2. Form of Shareholder Agreement, dated as of March 13,
1998, between Abbott Laboratories and each of three
principal shareholders and two executive officers of
the Company.
3. First Amendment to Stockholder Protection Rights
Agreement, dated March 13, 1998, between International
Murex Technologies Corporation and The Bank of New
York.
4. Joint press release issued by International Murex
Technologies Corporation and Abbott Laboratories on
March 16, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
International Murex
Technologies Corporation
Dated: March 18, 1998 By:/s/ C. Robert Cusick
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C. Robert Cusick
President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
1. Acquisition Agreement dated as of March 13,
1998, among International Murex Technologies
Corporation, Abbott Laboratories and AAC
Acquisition Subsidiary.
2. Form of Shareholder Agreement dated as of March
13, 1998, between Abbott Laboratories and each
of three principal shareholders and two
executive officers of the Company.
3. First Amendment to Stockholder Protection
Rights Agreement dated March 13, 1998, between
International Murex Technologies Corporation
and The Bank of New York.
4. Joint press release issued by International
Murex Technologies Corporation and Abbott
Laboratories on March 16, 1998.
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