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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO-C
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Laboratorio Chile S.A.
(Name of Subject Company (Issuer))
IVAX Corporation (Offeror)
(Name of Filing Persons (identifying status as offeror,
issuer or other person))
American Depository Shares
(Each Representing 20 Shares of Common Stock)
Common Stock, no par value
(Titles of Classes of Securities)
(50540H104) American Depository Shares
(P6121Q106) Common Stock
(CUSIP Numbers of Classes of Securities)
Adrienne Cornejo
Associate General Counsel
IVAX Corporation
4400 Biscayne Boulevard
Miami, Florida 33137
(305) 575-6000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of the
Person(s) Filing Statement)
COPIES TO:
Laurie Green, Esq. Matias de Marchena
Kara MacCullough, Esq. Claro Y Cia
Akerman, Senterfitt & Eidson, P.A. Apoquindo 3721 - 13th Floor
SunTrust International Center, 28th Floor P.O. Box 1867
One Southeast Third Avenue Postal Code 6760352
Miami, Florida 33131-1714 Santiago Chile
(305) 374-5600 (56-2) 367 30 00
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CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
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N/A N/A
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[ ] Check 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 on the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
[X] Check the box if the filing relates solely to preliminary communication
made before the commencement of a tender offer.
Check the appropriate boxes below 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: [ ]
IVAX AGREES TO LAUNCH CASH TENDER OFFER FOR CHILEAN PHARMACEUTICAL COMPANY
MIAMI--(BUSINESS WIRE)--May 21, 2001--IVAX Corporation (AMEX:IVX - NEWS) has
entered into an agreement with Comercial e Inversiones Portfolio Limitada and
Inversiones Portfolio S.A. (collectively, "Portfolio"), the largest shareholders
of Laboratorio Chile S.A., to make a cash tender offer for all of the common
stock of Laboratorio Chile, a pharmaceutical company having common stock traded
on the Santiago exchange (Bolsa de Comercio de Santiago: LabChile) and American
Depositary Receipts ("ADRs") traded on the New York Stock Exchange (NYSE:LBC -
NEWS). Portfolio has agreed to tender its shares to IVAX in the tender offer,
which will soon be launched simultaneously in Chile and in the United States at
a price of US$1.25 per share, or US$25.00 per ADR.
"Laboratorio Chile is the largest Chilean pharmaceutical company and among the
major pharmaceutical companies in Argentina and Peru, having reported revenues
over US$173 million in 2000," said IVAX Chairman and Chief Executive Officer,
Phillip Frost, M.D. "Assuming that the tender offer is successful, we expect the
acquisition to be immediately accretive to IVAX, and it fits well with our
strategy of expanding in rapidly growing, important pharmaceutical markets."
"Laboratorio Chile manufactures and markets a broad line of more than 900
branded and brand equivalent products in Chile, Argentina and Peru," said Neil
Flanzraich, vice-chairman and president of IVAX Corporation. "Its main
therapeutic areas include respiratory and antibiotic products, and it also
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has strong franchises in the cardiovascular, neurology and gynecology markets.
When it is concluded, the acquisition of Laboratorio Chile will be a major
milestone in achieving IVAX' strategic objective to become a major factor in
Latin America, where we already have companies in Argentina, Mexico, Peru,
Uruguay and Venezuela. Laboratorio Chile's strength in both production and
marketing also makes it an excellent platform from which to launch IVAX' present
and future proprietary and brand equivalent pharmaceutical products."
Laboratorio Chile is the only Latin American pharmaceutical company with ADRs
traded on the New York Stock Exchange. If 100% of the common stock and ADRs of
Laboratorio Chile is acquired in the tender, IVAX will pay approximately US$395
million in cash. Commencement and completion of the cash tender offer are
subject to certain conditions.
Merrill Lynch & Co. and UBS Warburg are acting as advisors to IVAX Corporation
in this transaction.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of Laboratorio Chile.
At the time the offer is commenced, IVAX will file a Tender Offer Statement
(including an offer to purchase, a related letter of transmittal and other offer
documents) with the U.S. Securities and Exchange Commission ("SEC"). IVAX will
also file tender offer documents (in Spanish) in Chile.
The offer to purchase, the related letter of transmittal and certain other
documents will be made available to all shareholders of Laboratorio Chile, at no
expense to them. The Tender Offer Statement (including the offer to purchase,
the related letter of transmittal and all other offer documents filed with the
SEC) will also be available at no charge at the SEC's website at www.sec.gov.
The Tender Offer Statement (including an offer to purchase, a related letter of
transmittal and other offer documents) and the Chilean tender offer documents
will contain important information that should be read carefully before any
decision is made with respect to the offer.
IVAX Corporation, headquartered in Miami, Florida, is engaged in the research,
development, manufacturing, and marketing of branded and generic pharmaceuticals
and veterinary and diagnostic products in the U.S. and international markets.
Except for the historical matters contained herein, statements in this press
release are forward-looking. Investors are cautioned that forward-looking
statements involve risks and uncertainties that may affect IVAX' business and
prospects, including the risks that the tender offer for Laboratorio Chile may
not be launched or may not be completed, or if completed may not result in the
purchase of a majority of the outstanding shares; that the acquisition of
Laboratorio Chile may not be completed; that the earnings and profits of
Laboratorio Chile may not continue to grow or may decline and may not be
accretive to IVAX; that economic instability, political instability, and/or
currency fluctuation, and other risks associated with operations in emerging
markets may reduce the profitability of the pharmaceutical markets in which
Laboratorio Chile operates; and other risks and uncertainties that may cause
results to differ materially from those set forth in the forward-looking
statements. In addition to the risk factors set forth above, investors should
consider the economic, competitive, governmental, technological and other
factors discussed in the Company's Annual Report on form 10K and other filings
with the Securities and Exchange Commission.
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CONTACT:
IVAX Corporation, Miami
Tabitha H. Licea, 305/575-6043
Investor Relations
www.ivax.com