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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT
UNDER
SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
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CHIREX INC.
(Name of Subject Company (Issuer))
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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)
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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)
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Copy to:
Hubertus V. Sulkowski
Shearman & Sterling
114 avenue des Champs Elysees
75008 Paris, France
(33-1) 53-89-70-00
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CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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$557,738,843.75 $111,547.80
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* 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.
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[_]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: Filing Party:
Form or Registration No.: Date Filed:
[_]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: [_]
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This Tender Offer Statement on Schedule TO (this "Schedule TO"), is filed by
Rhodia, a French Corporation ("Parent"), and Cousin Acquisition, Inc., a
Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of
Parent. This 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, copies of which are
attached hereto as Exhibits (a)(1) and (a)(2) (which, together with any
amendments or supplements thereto, collectively constitute the "Offer"). The
information set forth in the Offer to Purchase and the related Letter of
Transmittal is incorporated herein by reference with respect to Items 1 through
9 and 11 of this Schedule TO. The Agreement and Plan of Merger, dated as of
July 24, 2000, among Parent, Purchaser and the Company, a copy of which is
attached as Exhibit (d)(1) hereto is incorporated herein by reference with
respect to Items 5 and 11 of this Schedule TO.
Item 10. Financial Statements of Certain Bidders.
Not applicable.
Item 12. Material to Be Filed as Exhibits.
(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.
(b) None.
(c) None.
(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.
(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.
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(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 21, 2000, between Parent
and K. Barry Sharpless.
(x)(24) Power of attorney from Mr. Bravard to Mr. Marien.
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* Incorporated by reference to Schedule TO-C filed by Purchaser and Parent on
July 24, 2000.
** Incorporated by reference to Schedule TO-C filed by Purchaser and Parent on
July 25, 2000.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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 4, 2000
Cousin Acquisition, Inc.
/s/ John P. Donahue
By: _________________________________
Name: John P. Donahue
Title: President, Secretary and
Treasurer
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 4, 2000
Rhodia
/s/ Michel Marien
By: _________________________________
Name: Michel Marien
Title: President of the Life
Science
Chemicals Enterprise
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EXHIBIT INDEX
Exhibit No.
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(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.
(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.
(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 21, 2000, between Parent and K. Barry Sharpless.
(x)(24) Power of attorney from Mr. Bravard to Mr. Marien.
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* Incorporated by reference to Schedule TO-C filed by Purchaser and Parent on
July 24, 2000.
** Incorporated by reference to Schedule TO-C filed by Purchaser and Parent on
July 25, 2000.
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