Exhibit (a) (10)
This announcement is neither an offer to purchase nor a
solicitation of an offer
to sell Securities (as defined below). The Offer (as defined below)
is being made solely
by the Offer to Purchase, dated November 17, 2000, and the
related Letter of Transmittal and is
not being made to (nor will tenders be accepted from or on
behalf of) holders of Securities in any jurisdiction in
which the making of the Offer or the acceptance
thereof would not be in compliance with the
laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
AT
$4.60 NET PER SHARE
AND
ALL OUTSTANDING SHARES OF SERIES A-1 CONVERTIBLE PREFERRED STOCK
AT
$4.60 NET PER SHARE MULTIPLIED BY THE
NUMBER OF SHARES OF COMMON STOCK INTO
WHICH SUCH SHARES OF CONVERTIBLE PREFERRED STOCK ARE THEN CONVERTIBLE
AND
ALL OUTSTANDING WARRANTS TO PURCHASE SHARES OF COMMON STOCK
AT
$4.60 NET PER WARRANT LESS THE EXERCISE PRICE OF SUCH WARRANT
OF
CHESAPEAKE BIOLOGICAL LABORATORIES, INC.
BY
AC ACQUISITION SUBSIDIARY, INC.
A WHOLLY OWNED SUBSIDIARY
OF
CANGENE CORPORATION
AC Acquisition Subsidiary, Inc., a Maryland corporation ("Purchaser") and
a wholly owned subsidiary of Cangene Corporation, a Canadian corporation
("Parent"), is offering to purchase (a) all of the issued and outstanding
shares of class A common stock, par value $.01 per share (the "Common Stock"),
of Chesapeake Biological Laboratories, Inc., a Maryland corporation (the
"Company"), at a price of $4.60 per share (such amount, or any higher price
that may be paid per share of Common Stock in the Offer, the "Per Share
Amount"); (b) all of the issued and outstanding shares of series A-1
convertible preferred stock, par value $.01 per share ("Convertible Preferred
Stock") of the Company, at a purchase price of $4.60 per share multiplied by
the number of shares of Common Stock into which such shares of Convertible
Preferred Stock are then convertible; and (c) all issued and outstanding
warrants evidencing rights to purchase shares of Common Stock (the "Warrants"),
at a purchase price equal to the difference between the exercise price of such
Warrants and $4.60, multiplied by the number of shares of Common Stock for
which such Warrants are then exercisable (the Common Stock, the Convertible
Preferred Stock and the Warrants are collectively referred to as the
"Securities"), net to the seller in cash, less any required withholding of
taxes and without the payment of any interest, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated November 17, 2000 (the
"Offer to Purchase") and in the related Letters of Transmittal (which as
amended from time to time, together constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON JANUARY 3, 2001, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, the satisfaction or
waiver of certain conditions to the obligations of Purchaser and the Company to
consummate the Offer, including (i) there being validly tendered and not
withdrawn prior to the expiration of the Offer at least a majority of the
issued and outstanding shares of Common Stock (giving effect to the conversion
of all outstanding shares of Convertible Preferred Stock and the exercise of
all then outstanding Warrants) (the "Minimum Condition"), (ii) receipt by
Purchaser and the Company of certain governmental and regulatory approvals and
(iii) the loan commitment from The Bank of Nova Scotia not being withdrawn.
Certain stockholders of the Company who, in the aggregate, own
approximately 26% of the shares of Common Stock outstanding (treating the
Convertible Preferred Stock as if converted) have entered into a stockholders
agreement with Parent and Purchaser pursuant to which they have agreed, among
other things, to tender pursuant to the Offer, and not to withdraw, their
securities.
The Offer is being made pursuant to the terms of a Merger Agreement, dated
as of October 30, 2000, among Parent, Company and Purchaser (the "Merger
Agreement"), pursuant to which, following the consummation of the Offer,
Purchaser will be merged with and into the Company (the "Merger"). On the
effective date of the Merger (the "Effective Time"), each outstanding share of
Common Stock, immediately prior to the Effective Time (other than (i) shares of
Common Stock held by any of the Company's subsidiaries and (ii) shares of
Common Stock held by Parent, Purchaser or any other subsidiary of Parent) will,
by virtue of the Merger and without any action on the part of Purchaser, the
Company or the holder thereof, be converted into and become the right to
receive the Per Share Amount. At the Effective Time, each share of Convertible
Preferred Stock issued and outstanding immediately prior to the Effective Time
(excluding (i) any shares of Convertible Preferred Stock held by any of the
Company's subsidiaries and (ii) any shares of Convertible Preferred Stock or
other preferred stock held by Parent, Purchaser or any other subsidiary of
Parent) will be converted into and shall become the right to receive the Per
Share Amount multiplied by the number of shares of Common Stock into which such
share of Convertible Preferred Stock is then convertible. At the Effective
Time, any outstanding Company options (other than stock options granted by the
Company to employees, directors, officers or consultants), warrants,
convertible preferred stock (other than the Convertible Preferred Stock) or
other securities that are convertible into, exercisable for or exchangeable for
shares of Common Stock and by their terms are not automatically converted into,
exercised for or exchanged for the right to receive the Per Share Amount as a
result of the Merger shall represent only the right to receive the Per Share
Amount (minus any cash exercise or exchange price). All of the above payments
will be made without interest.
THE BOARD OF DIRECTORS OF THE COMPANY HAS (I) DETERMINED THAT EACH OF THE
OFFER AND THE MERGER IS ADVISABLE AND IS FAIR TO THE STOCKHOLDERS OF THE
COMPANY AND IN THE BEST INTERESTS OF SUCH STOCKHOLDERS, (II) APPROVED AND
ADOPTED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY AND
(III) RECOMMEND ACCEPTANCE OF THE OFFER AND APPROVAL AND ADOPTION BY THE
STOCKHOLDERS OF THE COMPANY, IF NECESSARY, OF THE MERGER AGREEMENT.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment (and thereby purchased), Securities validly tendered and not withdrawn
as, if and when Purchaser gives oral or written notice to the Depositary (as
defined in the Offer to Purchase) of Purchaser's acceptance for payment of such
Securities pursuant to the Offer. Upon the terms and subject to the conditions
of the Offer, payment for Securities accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (i) the
certificates representing the Securities or a Book-Entry Confirmation (each as
defined in the Offer to Purchase) with respect to such Securities pursuant to
the procedures set forth in Section 3 of the Offer to Purchase; (ii) a Letter
of Transmittal (or a facsimile thereof) properly completed and duly executed,
with any required signature guarantees, or,
in the case of a book-entry transfer, an Agent's Message (as defined in the
Offer to Purchase) in lieu of the Letter of Transmittal; and (iii) any other
documents required under the Letter of Transmittal. Under no circumstances will
Purchaser pay interest on the purchase price for the Securities.
The term "Initial Expiration Date" means 12:00 midnight, New York City
time, on January 3, 2001. If Purchaser, in accordance with the Merger
Agreement, extends the deadline for tendering Securities, the term "Expiration
Date" means the latest time and date on which the Offer, as so extended,
expires. Without the consent of the Company Board, Parent may cause Purchaser
to (i) from time to time extend the Offer, if at the Initial Expiration Date of
the Offer any of the conditions to the Offer have not been satisfied or waived,
until such time as such conditions are satisfied or waived, or (ii) extend the
Offer for any period required by any rule, regulation, interpretation or
position of the SEC applicable to the Offer. In addition, Parent and Purchaser
have also agreed pursuant to the Merger Agreement that Purchaser shall from
time to time extend the Offer upon the request of the Company, if at the
Initial Expiration Date (or any extended expiration date of the Offer, if
applicable), any of the conditions to the Offer including the Minimum Condition
have not been waived or satisfied, until (taking into account all such
extensions) February 28, 2001, provided, however, that if the Minimum Condition
is the only condition to the Offer not then satisfied, Purchaser shall not be
required to extend the Offer for more than twenty (20) business days. Any
extension, delay, termination, waiver or amendment will be followed as promptly
as practicable by public announcement. An announcement, in the case of an
extension, will be made no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled Expiration Date. During any
such extension, all Securities previously tendered and not properly withdrawn
will remain subject to the Offer and will remain tendered, subject to the right
of a tendering stockholder to withdraw such stockholder's Securities.
If the Minimum Condition is satisfied but the number of shares of Common
Stock validly tendered and not withdrawn is less than 90% of the then
outstanding number of shares of Common Stock (giving effect to the conversion
of all then outstanding shares of Convertible Preferred Stock and the exercise
of all then outstanding Warrants), Purchaser may also elect to provide a
subsequent offering period for an aggregate period not to exceed 20 business
days (a "Subsequent Offering Period"), pursuant to Rule 14d-11 under the
Securities Exchange Act of 1934 (the "Exchange Act"). If Purchaser elects to
provide a Subsequent Offering Period, Purchaser will accept and promptly pay
for all Securities as they are tendered during such Subsequent Offering Period
and otherwise meet the requirements of Rule 14d-11.
Except as otherwise provided below, tenders of Securities made pursuant to
the Offer are irrevocable. Securities tendered pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date and, unless previously
accepted for payment by Purchaser pursuant to the Offer, Securities may also be
withdrawn at any time after January 3, 2001, or such later date as may apply if
the Offer is extended. Securities tendered during the Offer may not be
withdrawn during any Subsequent Offering Period.
For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth on the back cover page of the Offer to Purchase. Any such
notice of withdrawal must specify the name of the person who tendered the
Securities to be withdrawn, the number of Securities to be withdrawn and (if
certificates representing Securities have been tendered) the name of the
registered holder of such Securities, if different from that of the person who
tendered such Securities. If certificates representing Securities to be
withdrawn have been delivered or otherwise identified to the Depositary, then,
prior to the physical release of such certificates, the serial numbers shown on
such certificates must be submitted to the Depositary and the signature on the
notice of withdrawal must be guaranteed by an Eligible Institution (as defined
in the Offer to Purchase), except in the case of Securities tendered for the
account of an Eligible Institution. If Securities have been tendered pursuant
to the procedure for book-entry transfer as set forth in Section 3 of the Offer
to Purchase, the notice of withdrawal must specify the name and number of the
account at the Book-Entry Transfer Facility to be credited with the withdrawn
Securities, in which case a notice of withdrawal will be effective if delivered
to the Depositary by any
method of delivery described in the first sentence of this paragraph. Any
Securities properly withdrawn will be considered not validly tendered for
purposes of the Offer. However, withdrawn Securities may be tendered again at
any time prior to the Expiration Date. All questions as to the form and
validity (including time of receipt) of any notice of withdrawal will be
determined by Purchaser, in its sole discretion, which determination will be
final and binding. No person is under any duty to give notification of any
defects or irregularities in any notice of withdrawal or incur any liability
for failure to give any such notification.
The receipt of cash pursuant to the Offer or the Merger will constitute a
taxable transaction for U.S. federal income tax purposes and may also
constitute a taxable transaction under applicable state, local, foreign and
other tax laws. For U.S. federal income tax purposes, a stockholder who tenders
Securities would generally recognize gain or loss in an amount equal to the
difference between the amount of cash received by the stockholder pursuant to
the Offer or the Merger and the stockholder's tax basis for the Securities
tendered and purchased pursuant to the Offer or the Merger. If tendered
Securities are held by a tendering stockholder as capital assets, that gain or
loss will be capital gain or loss. Any such capital gain or loss will be long
term if, as of the date of the disposition of its Securities, the tendering
stockholder held such Securities for more than one year or will be short term
if, as of such date, the stockholder held such Securities for one year or less.
These principles may not apply to certain holders of Securities. All holders of
Securities should consult their own tax advisors to determine the particular
tax consequences to them (including the application and effect of any state,
local or foreign income and other tax laws) of the Offer and the Merger.
The information required to be disclosed by Rule 14d-6(d)(1) of the
Exchange Act is contained in the Offer to Purchase and is incorporated herein
by reference.
THE OFFER TO PURCHASE AND LETTERS OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO
THE OFFER.
The Company has supplied to Purchaser the Company's stockholder lists and
security position listing for the purpose of disseminating the Offer to holders
of Securities. The Offer to Purchase, the related Letters of Transmittal and
other relevant materials will be mailed to record holders of Securities, and
will be furnished to brokers, dealers, banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the stockholders
lists, or, if applicable, who are listed as participants in a clearing agency's
security position listing for subsequent transmittal to beneficial owners of
Securities.
Questions and requests for assistance may be directed to the Information
Agent as set forth below. Requests for copies of the Offer to Purchase, the
Letters of Transmittal and all other tender offer materials may be directed to
the Information Agent as set forth below, and copies will be furnished promptly
at the Purchaser's expense.
The Information Agent for the Offer is:
[Mackenzie Partners LOGO]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
CALL TOLL FREE (800) 322-2885
November 17, 2000