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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 1, 1994
SYNTEX CORPORATION
(Exact Name of Registarnt as specified in the charter)
Republic of Panama
(State or other Jurisdiction of Incorporation)
Commission File No. 1-4269 I.R.S Employer Identification
NO. 94-1566146
3401 Hillview Avenue, Palo Alto, CA 94204
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code:
(415)855-5050
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ITEM 5. Other Events.
(b) On May 2, 1994, Syntex Corporation, a Panama corporation (the
"Registrant"), and Roche Holding Ltd, a Swiss corporation ("Roche"), announced
that Syntex had entered into an Acquisition Agreement and Plan of Merger (the
"Agreement"), dated as of May 1, 1994, with Roche Capital Corporation ("Roche
Capital"), a Panama corporation and an indirect wholly owned subsidiary of
Roche, and Roche (Panama) Corporation ("Roche (Panama)"), a Delaware
corporation and a wholly owned subsidiary of Roche Capital. The Agreement
generally provides for the acquisition of the Registrant by Roche in a
transaction in which Syntex stockholders will receive $24.00 in cash per share
of Syntex common stock, par value $1.00 per share (the "Common Stock"). Roche
has guaranteed the obligations of Roche Capital and Roche (Panama) under the
Agreement.
The transaction will be effected by means of a first-step cash tender
offer for all of the shares of the Registrant's outstanding Common Stock (the
"Tender Offer"). The Tender Offer is expected to commence on or before May 9,
1994, and to remain open for at least 20 business days. The Tender Offer is
subject to certain conditions, including the tender of at least a majority of
the shares of Common Stock and receipt of certain regulatory approvals.
The Tender Offer will be followed by a merger of Roche (Panama) with
and into the Registrant (the "Merger"), in which stockholders of the Registrant
whose shares of Common Stock are not purchased in the Tender Offer will receive
$24.00 per share in cash or, at their election, subject to certain
restrictions, shares of a limited conversion preferred stock (the "Preferred
Stock") of Roche Capital. The Preferred Stock will pay dividends annually at a
rate of 3% of the liquidation value thereof, and will be subject to mandatory
redemption ten years after issuance. The Preferred Stock will be
non-transferable, subject to limited exceptions, and will be exchangeable, on
a limited basis, for non-voting equity securities ("NES") of Roche at a
premium of 50 percent over the NES closing price on Friday, April 29, 1994.
Consummation of the Merger is subject to certain conditions, including
approval of the Merger by the stockholders of the Registrant and receipt of
certain regulatory approvals.
In addition, the Agreement requires the Registrant to pay certain
amounts to Roche Capital under certain conditions such as terminations of the
Agreement under certain circumstances, including upon modification or
withdrawal of the recommendation by the Board of Directors of the Registrant,
and in certain other circumstances.
The foregoing description of the Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the Agreement, the Guaranty of Roche dated as of May
1, 1994, and the Certificate of Designation of Limited Conversion Preferred
Stock of Roche Capital, copies of each of which are attached hereto as Exhibits
2.1, 99.1 and 99.2, respectively, and incorporated by reference herein. A copy
of the joint press release, dated May 2, 1994, relating to the above-described
transaction is attached hereto as Exhibit 99.3.
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ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
2.1 Aquisition Agreement and Plan of Merger, dated as of May 1, 1994, among
Syntex Corporation, Roche Capital Corporation and Roche (Panama)
Corporation
99.1 Guaranty dated as of May 1, 1994, of Roche Holdings Ltd
99.2 Form of Certificate of Designation of Limited Conversion Preferred
Stock of Roche Capital Corporation
99.3 Joint Press Release by Roche Holding Ltd and Syntex Corporation, dated
May 2, 1994
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on behalf by the
undersigned hereunto duly authorized.
SYNTEX CORPORATION
(Registrant)
Date: May 3, 1994 By: Carol J. Gillespie
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Carol J. Gillespie
Vice President and Secretary
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EXHIBIT INDEX
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Exhibit
No. Exhibit
- - ------- ---------
2.1 Aquisition Agreement and Plan of Merger, dated as of May 1, 1994,
among Syntex Corporation, Roche Capital Corporation and Roche
(Panama) Corporation
99.1 Guaranty dated as of May 1, 1994, of Roche Holdings Ltd
99.2 Form of Certificate of Designation of Limited Conversion Preferred
Stock of Roche Capital Corporation
99.3 Joint Press Release by Roche Holding Ltd and Syntex Corporation,
dated May 2, 1994