Exhibit 99.1(a)
Free translation into English
Santiago, July 30, 2001.
Shareholders of
Laboratorio Chile S.A.
Re.: Opinion regarding IVAX Corporation's offer to purchase up to 1,174,461
shares of Laboratorio Chile S.A. announced on the date hereof
Dear Shareholders:
With respect to IVAX Corporation's ("IVAX") offer to purchase, through
its subsidiaries, IVAX Holdings C.I. and Inversiones Glaciar I Limitada, up to
1,174,461 shares of Laboratorio Chile S.A. (the "Company"), which offer was
announced on the date hereof and shall commence on July 31, 2001 pursuant to
articles 69 ter of Law No.18,046 and 198, fifth paragraph, of Law No.18,045 (the
"Offer"), the undersigned is of the opinion that the Offer is favorable and
convenient for the shareholders of the Company due to the fact that the Offer
price is convenient and that, unlike the previous tender offer made by IVAX on
May 31, 2001 for all of the outstanding shares of the Company, the Offer is not
subject to any conditions whatsoever. In rendering the foregoing opinion, we
have considered the following:
1. The Offer is for 100% of the outstanding shares of the Company not held by
IVAX or its affiliates. This is important because if the Offer is successful,
the Company's shares will be less liquid and the market price of the Company's
shares is likely to fall below the Offer price. The Offer gives the Company's
shareholders an opportunity to sell all of their shares of the Company prior to
any such decrease in liquidity or market value.
2. The Offer is simple and transparent because the only relevant factors in
deciding whether to tender your shares in the Offer are the amount of the Offer
price and the manner of payment.
3. The Offer price will be paid to all tendering shareholders in cash three
days after the date on which the Offer is closed. Although the Offer price for
the Company's shares will be stated in U.S. dollars, it will be paid in Chilean
pesos based on the exchange rate published on July 3, 2001. Based on this
exchange rate, tendering shareholders are sure to receive Ch$786.25 per share in
the Offer.
4. The Offer price is greater than the amount the Company's shareholders would
be entitled to receive if they exercised their appraisal rights. At a special
meeting of shareholders of the Company held on the date hereof, the Company's
shareholders approved the Company's ceasing to be a public company. As a
result, any absent or dissenting shareholders are entitled to appraisal rights.
Based on applicable law, if a shareholder exercises appraisal rights, the
shareholder will be entitled to receive Ch$757.75 per share of the Company.
Finally, please be advised that I am the Chairman of the Board of
Directors and Chief Executive Officer of IVAX, and as such, because the Offer is
being made by subsidiaries of IVAX, I have an interest in the results of the
Offer. As such, my opinion cannot be considered a direct or indirect
recommendation to sell or hold the Company's shares. You are free to consult
with any appropriate persons regarding your decision whether to tender your
shares in the Offer, and to do what is in your best interest.
Sincerely yours,
/s/ Phillip M. Frost
Phillip M. Frost
Director
Free translation into English
Santiago, July 30, 2001.
Shareholders of
Laboratorio Chile S.A.
Re.: Opinion regarding IVAX Corporation's offer to purchase up to 1,174,461
shares of Laboratorio Chile S.A. announced on the date hereof
Dear Shareholders:
With respect to IVAX Corporation's ("IVAX") offer to purchase, through
its subsidiaries, IVAX Holdings C.I. and Inversiones Glaciar I Limitada, up to
1,174,461 shares of Laboratorio Chile S.A. (the "Company"), which offer was
announced on the date hereof and shall commence on July 31, 2001 pursuant to
articles 69 ter of Law No.18,046 and 198, fifth paragraph, of Law No.18,045 (the
"Offer"), the undersigned is of the opinion that the Offer is favorable and
convenient for the shareholders of the Company due to the fact that the Offer
price is convenient and that, unlike the previous tender offer made by IVAX on
May 31, 2001 for all of the outstanding shares of the Company, the Offer is not
subject to any conditions whatsoever. In rendering the foregoing opinion, we
have considered the following:
1. The Offer is for 100% of the outstanding shares of the Company not held by
IVAX or its affiliates. This is important because if the Offer is
successful, the Company's shares will be less liquid and the market price
of the Company's shares is likely to fall below the Offer price. The Offer
gives the Company's shareholders an opportunity to sell all of their shares
of the Company prior to any such decrease in liquidity or market value.
2. The Offer is simple and transparent because the only relevant factors in
deciding whether to tender your shares in the Offer are the amount of the
Offer price and the manner of payment.
3. The Offer price will be paid to all tendering shareholders in cash three
days after the date on which the Offer is closed. Although the Offer price
for the Company's shares will be stated in U.S. dollars, it will be paid in
Chilean pesos based on the exchange rate published on July 3, 2001. Based
on this exchange rate, tendering shareholders are sure to receive Ch$786.25
per share in the Offer.
4. The Offer price is greater than the amount the Company's shareholders would
be entitled to receive if they exercised their appraisal rights. At a special
meeting of shareholders of the Company held on the date hereof, the Company's
shareholders approved the Company's ceasing to be a public company. As a
result, any absent or dissenting shareholders are entitled to appraisal rights.
Based on applicable law, if a shareholder exercises appraisal rights, the
shareholder will be entitled to receive Ch$757.75 per share of the Company.
Finally, please be advised that I am the Vice-Chairman of the Board of
Directors and President of IVAX, and as such, because the Offer is being made by
subsidiaries of IVAX, I have an interest in the results of the Offer. As such,
my opinion cannot be considered a direct or indirect recommendation to sell or
hold the Company's shares. You are free to consult with any appropriate persons
regarding your decision whether to tender your shares in the Offer, and to do
what is in your best interest.
Sincerely yours,
/s/ Neil Flanzraich
Neil Flanzraich
Director
Free translation into English
Santiago, July 30, 2001.
Shareholders of
Laboratorio Chile S.A.
Re.: Opinion regarding IVAX Corporation's offer to purchase up to 1,174,461
shares of Laboratorio Chile S.A. announced on the date hereof
Dear Shareholders:
With respect to IVAX Corporation's ("IVAX") offer to purchase, through
its subsidiaries, IVAX Holdings C.I. and Inversiones Glaciar I Limitada, up to
1,174,461 shares of Laboratorio Chile S.A. (the "Company"), which offer was
announced on the date hereof and shall commence on July 31, 2001 pursuant to
articles 69 ter of Law No.18,046 and 198, fifth paragraph, of Law No.18,045 (the
"Offer"), the undersigned is of the opinion that the Offer is favorable and
convenient for the shareholders of the Company due to the fact that the Offer
price is convenient and that, unlike the previous tender offer made by IVAX on
May 31, 2001 for all of the outstanding shares of the Company, the Offer is not
subject to any conditions whatsoever. In rendering the foregoing opinion, we
have considered the following:
1. The Offer is for 100% of the outstanding shares of the Company not held by
IVAX or its affiliates. This is important because if the Offer is
successful, the Company's shares will be less liquid and the market price
of the Company's shares is likely to fall below the Offer price. The Offer
gives the Company's shareholders an opportunity to sell all of their shares
of the Company prior to any such decrease in liquidity or market value.
2. The Offer is simple and transparent because the only relevant factors in
deciding whether to tender your shares in the Offer are the amount of the
Offer price and the manner of payment.
3. The Offer price will be paid to all tendering shareholders in cash three
days after the date on which the Offer is closed. Although the Offer price
for the Company's shares will be stated in U.S. dollars, it will be paid in
Chilean pesos based on the exchange rate published on July 3, 2001. Based
on this exchange rate, tendering shareholders are sure to receive Ch$786.25
per share in the Offer.
4. The Offer price is greater than the amount the Company's shareholders would
be entitled to receive if they exercised their appraisal rights. At a special
meeting of shareholders of the Company held on the date hereof, the Company's
shareholders approved the Company's ceasing to be a public company. As a
result, any absent or dissenting shareholders are entitled to appraisal rights.
Based on applicable law, if a shareholder exercises appraisal rights, the
shareholder will be entitled to receive Ch$757.75 per share of the Company.
Finally, please be advised that I am the Vice Chairman-Technical
Affairs of IVAX, and as such, because the Offer is being made by subsidiaries of
IVAX, I have an interest in the results of the Offer. As such, my opinion
cannot be considered a direct or indirect recommendation to sell or hold the
Company's shares. You are free to consult with any appropriate persons
regarding your decision whether to tender your shares in the Offer, and to do
what is in your best interest.
Sincerely yours,
/s/ Jane Hsiao
Jane Hsiao
Director
Free translation into English
Santiago, July 30, 2001.
Shareholders of
Laboratorio Chile S.A.
Re.: Opinion regarding IVAX Corporation's offer to purchase up to 1,174,461
shares of Laboratorio Chile S.A. announced on the date hereof
Dear Shareholders:
With respect to IVAX Corporation's ("IVAX") offer to purchase, through
its subsidiaries, IVAX Holdings C.I. and Inversiones Glaciar I Limitada, up to
1,174,461 shares of Laboratorio Chile S.A. (the "Company"), which offer was
announced on the date hereof and shall commence on July 31, 2001 pursuant to
articles 69 ter of Law No.18,046 and 198, fifth paragraph, of Law No.18,045 (the
"Offer"), the undersigned is of the opinion that the Offer is favorable and
convenient for the shareholders of the Company due to the fact that the Offer
price is convenient and that, unlike the previous tender offer made by IVAX on
May 31, 2001 for all of the outstanding shares of the Company, the Offer is not
subject to any conditions whatsoever. In rendering the foregoing opinion, we
have considered the following:
1. The Offer is for 100% of the outstanding shares of the Company not held by
IVAX or its affiliates. This is important because if the Offer is
successful, the Company's shares will be less liquid and the market price
of the Company's shares is likely to fall below the Offer price. The Offer
gives the Company's shareholders an opportunity to sell all of their shares
of the Company prior to any such decrease in liquidity or market value.
2. The Offer is simple and transparent because the only relevant factors in
deciding whether to tender your shares in the Offer are the amount of the
Offer price and the manner of payment.
3. The Offer price will be paid to all tendering shareholders in cash three
days after the date on which the Offer is closed. Although the Offer price
for the Company's shares will be stated in U.S. dollars, it will be paid in
Chilean pesos based on the exchange rate published on July 3, 2001. Based
on this exchange rate, tendering shareholders are sure to receive Ch$786.25
per share in the Offer.
4. The Offer price is greater than the amount the Company's shareholders would
be entitled to receive if they exercised their appraisal rights. At a special
meeting of shareholders of the Company held on the date hereof, the Company's
shareholders approved the Company's ceasing to be a public company. As a
result, any absent or dissenting shareholders are entitled to appraisal rights.
Based on applicable law, if a shareholder exercises appraisal rights, the
shareholder will be entitled to receive Ch$757.75 per share of the Company.
Finally, please be advised that I am the Director of Business
Development for Latin America for IVAX, and as such, because the Offer is being
made by subsidiaries of IVAX, I have an interest in the results of the Offer.
As such, my opinion cannot be considered a direct or indirect recommendation to
sell or hold the Company's shares. You are free to consult with any appropriate
persons regarding your decision whether to tender your shares in the Offer, and
to do what is in your best interest.
Sincerely yours,
/s/ Arturo Garza
Arturo Garza
Director
Free translation into English
Santiago, July 30, 2001.
Shareholders of
Laboratorio Chile S.A.
Re.: Opinion regarding IVAX Corporation's offer to purchase up to 1,174,461
shares of Laboratorio Chile S.A. announced on the date hereof
Dear Shareholders:
With respect to IVAX Corporation's ("IVAX") offer to purchase, through
its subsidiaries, IVAX Holdings C.I. and Inversiones Glaciar I Limitada, up to
1,174,461 shares of Laboratorio Chile S.A. (the "Company"), which offer was
announced on the date hereof and shall commence on July 31, 2001 pursuant to
articles 69 ter of Law No.18,046 and 198, fifth paragraph, of Law No.18,045 (the
"Offer"), the undersigned is of the opinion that the Offer is favorable and
convenient for the shareholders of the Company due to the fact that the Offer
price is convenient and that, unlike the previous tender offer made by IVAX on
May 31, 2001 for all of the outstanding shares of the Company, the Offer is not
subject to any conditions whatsoever. In rendering the foregoing opinion, we
have considered the following:
1. The Offer is for 100% of the outstanding shares of the Company not held by
IVAX or its affiliates. This is important because if the Offer is
successful, the Company's shares will be less liquid and the market price
of the Company's shares is likely to fall below the Offer price. The Offer
gives the Company's shareholders an opportunity to sell all of their shares
of the Company prior to any such decrease in liquidity or market value.
2. The Offer is simple and transparent because the only relevant factors in
deciding whether to tender your shares in the Offer are the amount of the
Offer price and the manner of payment.
3. The Offer price will be paid to all tendering shareholders in cash three
days after the date on which the Offer is closed. Although the Offer price
for the Company's shares will be stated in U.S. dollars, it will be paid in
Chilean pesos based on the exchange rate published on July 3, 2001. Based
on this exchange rate, tendering shareholders are sure to receive Ch$786.25
per share in the Offer.
4. The Offer price is greater than the amount the Company's shareholders would
be entitled to receive if they exercised their appraisal rights. At a special
meeting of shareholders of the Company held on the date hereof, the Company's
shareholders approved the Company's ceasing to be a public company. As a
result, any absent or dissenting shareholders are entitled to appraisal rights.
Based on applicable law, if a shareholder exercises appraisal rights, the
shareholder will be entitled to receive Ch$757.75 per share of the Company.
Finally, please be advised that I am the Senior Executive for Latin
America for IVAX, and as such, because the Offer is being made by subsidiaries
of IVAX, I have an interest in the results of the Offer. As such, my opinion
cannot be considered a direct or indirect recommendation to sell or hold the
Company's shares. You are free to consult with any appropriate persons
regarding your decision whether to tender your shares in the Offer, and to do
what is in your best interest.
Sincerely yours,
/s/ Robert Prego
Robert Prego
Director
Free translation into English
Santiago, July 30, 2001.
Shareholders of
Laboratorio Chile S.A.
Re.: Opinion regarding IVAX Corporation's offer to purchase up to 1,174,461
shares of Laboratorio Chile S.A. announced on the date hereof
Dear Shareholders:
With respect to IVAX Corporation's ("IVAX") offer to purchase, through
its subsidiaries, IVAX Holdings C.I. and Inversiones Glaciar I Limitada, up to
1,174,461 shares of Laboratorio Chile S.A. (the "Company"), which offer was
announced on the date hereof and shall commence on July 31, 2001 pursuant to
articles 69 ter of Law No.18,046 and 198, fifth paragraph, of Law No.18,045 (the
"Offer"), the undersigned herby informs the shareholders of the following:
GENERAL CONSIDERATIONS
On July 30, 2001, a tender offer announcement was published in El
Mercurio and Las Ultimas Noticias, thus complying with the provisions of Title
XXV of the Chilean Securities Act, which terms and conditions are included in
the Offer made by the Offeror to all interested parties on the date hereof,
which I hereby incorporate by reference herein.
The undersigned in rendering this opinion has exclusively considered
the terms of the Offer, the Offer price for each of the Company's shares and the
statements made by the Offeror with respect to the purpose of the Offer.
The Offeror makes no commitment as to the future management of the
Company. In addition, the Offeror has stated that it is difficult to project the
Company's future results of operations and the return on investment for its
shareholders. For example, with respect to dividends, unlike public companies in
Chile, the Company has no restrictions regarding the minimum amount of net
profits that must be distributed to the Company's shareholders.
REASONED OPINION
1. The Offer is for 100% of the outstanding shares of the Company not held by
IVAX or its affiliates. This is important because if the Offer is
successful, the Company's shares will be less liquid and the market price
of the Company's shares is likely to fall below the Offer price. The Offer
gives the Company's shareholders an opportunity to sell all of their shares
of the Company prior to any such decrease in liquidity or market value.
2. The Offer is simple and transparent because the only relevant factors in
deciding whether to tender your shares in the Offer are the amount of the
Offer price and the manner of payment.
3. The Offer price will be paid to all tendering shareholders in cash three
days after the date on which the Offer is closed. Although the Offer price
for the Company's shares will be stated in U.S. dollars, it will be paid in
Chilean pesos based on the exchange rate published on July 3, 2001. Based
on this exchange rate, tendering shareholders are sure to receive Ch$786.25
per share in the Offer.
4. The Offer price is greater than the amount the Company's shareholders would
be entitled to receive if they exercised their appraisal rights. At a
special meeting of shareholders of the Company held on the date hereof, the
Company's shareholders approved the Company's ceasing to be a public
company. As a result, any absent or dissenting shareholders are entitled to
appraisal rights. Based on applicable law, if a shareholder exercises
appraisal rights, the shareholder will be entitled to receive Ch$757.75 per
share of the Company.
FINAL CONSIDERATIONS
Finally, please be advised that the opinions set forth above are made
solely in my capacity as a director of the Company and pursuant to a requirement
of law. Furthermore, please note that, as of the date hereof, I have no
relationship to the Offeror. My opinion cannot be considered a direct or
indirect recommendation to sell or hold the Company's shares. You are free to
consult with any appropriate persons regarding your decision whether to tender
your shares in the Offer, and to do what is in your best interest.
Sincerely yours,
/s/ Jaime Bauza
Jaime Bauza
Director
Free translation into English
Santiago, July 30, 2001.
Shareholders of
Laboratorio Chile S.A.
Re.: Opinion regarding IVAX Corporation's offer to purchase up to 1,174,461
shares of Laboratorio Chile S.A. announced on the date hereof
Dear Shareholders:
With respect to IVAX Corporation's ("IVAX") offer to purchase, through
its subsidiaries, IVAX Holdings C.I. and Inversiones Glaciar I Limitada, up to
1,174,461 shares of Laboratorio Chile S.A. (the "Company"), which offer was
announced on the date hereof and shall commence on July 31, 2001 pursuant to
articles 69 ter of Law No.18,046 and 198, fifth paragraph, of Law No.18,045 (the
"Offer"), the undersigned hereby informs the shareholders of the following:
GENERAL CONSIDERATIONS
On July 30, 2001, a tender offer announcement was published in El
Mercurio and Las Ultimas Noticias, thus complying with the provisions of Title
XXV of the Chilean Securities Act, which terms and conditions are included in
the Offer made by the Offeror to all interested parties on the date hereof,
which I hereby incorporate by reference herein.
The undersigned in rendering this opinion has exclusively considered
the terms of the Offer, the Offer price for each of the Company's shares and the
statements made by the Offeror with respect to the purpose of the Offer.
The Offeror makes no commitment as to the future management of the
Company. In addition, the Offeror has stated that it is difficult to project the
Company's future results of operations and the return on investment for its
shareholders. For example, with respect to dividends, unlike public companies in
Chile, the Company has no restrictions regarding the minimum amount of net
profits that must be distributed to the Company's shareholders.
REASONED OPINION
1. The Offer is for 100% of the outstanding shares of the Company not held by
IVAX or its affiliates. This is important because if the Offer is
successful, the Company's shares will be less liquid and the market price
of the Company's shares is likely to fall below the Offer price. The Offer
gives the Company's shareholders an opportunity to sell all of their shares
of the Company prior to any such decrease in liquidity or market value.
2. The Offer is simple and transparent because the only relevant factors in
deciding whether to tender your shares in the Offer are the amount of the
Offer price and the manner of payment.
3. The Offer price will be paid to all tendering shareholders in cash three
days after the date on which the Offer is closed. Although the Offer price
for the Company's shares will be stated in U.S. dollars, it will be paid in
Chilean pesos based on the exchange rate published on July 3, 2001. Based
on this exchange rate, tendering shareholders are sure to receive Ch$786.25
per share in the Offer.
4. The Offer price is greater than the amount the Company's shareholders would
be entitled to receive if they exercised their appraisal rights. At a
special meeting of shareholders of the Company held on the date hereof, the
Company's shareholders approved the Company's ceasing to be a public
company. As a result, any absent or dissenting shareholders are entitled to
appraisal rights. Based on applicable law, if a shareholder exercises
appraisal rights, the shareholder will be entitled to receive Ch$757.75 per
share of the Company.
FINAL CONSIDERATIONS
Finally, please be advised that the opinions set forth above are made
solely in my capacity as a director of the Company and pursuant to a requirement
of law. Furthermore, please note that, as of the date hereof, I have no
relationship to the Offeror. My opinion cannot be considered a direct or
indirect recommendation to sell or hold the Company's shares. You are free to
consult with any appropriate persons regarding your decision whether to tender
your shares in the Offer, and to do what is in your best interest.
Sincerely yours,
/s/ Alberto Eguiguren
Alberto Eguiguren
Director