SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
Laboratorio Chile S.A.
(Name of Subject Company (Issuer))
IVAX Holdings C.I.
a wholly-owned Subsidiary of
IVAX Corporation
(Name of Filing Persons (Offerors))
American Depositary Shares
(Each Representing 20 Shares of Common Stock)
Common Stock, no par value
(Titles of Classes of Securities)
(50540H104) American Depositary Shares
(P6121Q106) Common Stock
(CUSIP Numbers of Classes of Securities)
Adrienne Fauz Cornejo, Esq.
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:
Jose Maria Eyzaguirre. Esq.
Laurie Green, Esq. Matias de Marchena, Esq.
Kara L. 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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TRANSACTION VALUATION AMOUNT OF FILING FEE
--------------------------------------------------------------------------------
$ 518,350 $ 104(2)
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(1) The filing fee has been calculated pursuant to Rule 0-11(d) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), based upon
U.S. $25.00 per American Depositary Share ("ADS") with respect to 20,734
outstanding ADSs as of July 30, 2001, excluding ADSs beneficially owned by IVAX
Corporation ("IVAX") or its affiliates. The number of outstanding ADSs is based
upon information provided to the bidder by Laboratorio Chile S.A. ("LabChile").
Based upon information provided to the bidder by LabChile, there are no shares
of common stock, no par value (the "Shares"), excluding Shares represented by
ADSs and Shares beneficially owned by IVAX or its affiliates, held by U.S.
holders, as defined in Rule 14d-1(d) under the Exchange Act. Therefore, no fee
is being paid with respect to the acquisition of Shares.
(2) The filing fee was paid on July 31, 2001, when the Schedule TO was
filed.
[_] 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
[_] 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.
[X] amendment to Schedule 13D under Rule 13d-2
[X] Check the following box if the filing is a final amendment reporting the
results of the tender offer:
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CUSIP NOS. 50540H104 and
P6121Q106
-------------------------
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NAMES OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
IVAX Corporation
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Florida
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SOLE VOTING POWER
7
NUMBER OF 253,077,597 Shares of common stock (including Shares
represented by ADSs)
SHARES ------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
62,741,960 Shares of common stock (including Shares
OWNED BY represented by ADSs)
------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 253,077,597 Shares of common stock (including Shares
represented by ADSs)
PERSON ------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
62,741,960 Shares of common stock (including Shares
represented by ADSs)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
315,819,557 Shares of common stock (including Shares represented by ADSs)
-------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
99.9%
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TYPE OF REPORTING PERSON*
14
CO
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-------------------------
CUSIP NOS. 50540H104 and
P6121Q106
-------------------------
-------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
IVAX Holdings C.I.
-------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
-------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF
-------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
-------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Cayman Islands
-------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
0
SHARES ------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
62,741,960 Shares of common stock (including Shares
OWNED BY represented by ADSs)
------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
------------------------------------------------------------
PERSON SHARED DISPOSITIVE POWER
10
WITH 62,741,960 Shares of common stock (including Shares
represented by ADSs)
-------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
62,741,960 Shares of common stock (including Shares represented by ADSs)
-------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
-------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
19.9%
-------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
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This Amendment No. 3 to the Tender Offer Statement on Schedule TO, filed
initially on July 31, 2001, (the "Schedule TO") relates to an offer by IVAX
Holdings C.I. ("Purchaser"), a Cayman Islands company and a wholly-owned
subsidiary of IVAX Corporation, a Florida corporation ("IVAX"), to purchase all
outstanding American Depositary Shares (the "ADSs") of Laboratorio Chile S.A.
("LabChile") and all shares of common stock, no par value (the "Shares") of
LabChile held by U.S. holders within the meaning of Rule 14d-1(d) of the
Exchange Act, in each case not beneficially owned by IVAX or its affiliates,
upon the terms and subject to the conditions set forth in the U.S. Offer to
Purchase dated July 31, 2001 (the "Offer to Purchase"), and in the related ADS
Letter of Transmittal and Form of Acceptance, copies of which are attached to
the Schedule TO as Exhibits (a)(1), (a)(2) and (a)(8) (which are collectively
referred to as the "U.S. Offer Documents"). Each ADS represents 20 shares. This
Amendment No. 3 to the Schedule TO also constitutes Amendment No. 2 to the
Schedule 13D with respect to LabChile filed by IVAX and the Purchaser as the
final amendment to the Schedule TO filed by IVAX and the Purchaser on July 2,
2001.
The Purchaser and IVAX hereby amend and supplement the Schedule TO as
follows:
Items 8 & 11.
Item 8 and 11 of the Schedule TO are herby amended by including the
following information:
The U.S. Offer and the Chilean Offer expired at 5:30 p.m., New York City
time, on Thursday September 13, 2001. Approximately 176,120 shares, including
shares represented by ADSs, were tendered into the U.S. Offer and approximately
641,778 shares were tendered into the Chilean Offer. The Purchaser has accepted
for purchase and payment all such shares tendered into the U.S. Offer and the
Chilean Offer. Additionally, approximately 220 shares tendered in the U.S. Offer
are subject to notices of guaranteed delivery. Subsequent to these Offers, IVAX
will own 99.9% of the outstanding shares of LabChile, including the 99.6% of the
outstanding shares of LabChile acquired in the previous tender offer.
2
ITEM 12. EXHIBITS.
(a)(13) Press Release, dated September 17, 2001, issued by IVAX
Corporation.
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 3 to the Schedule TO is
true, complete and correct.
IVAX Corporation
September 17, 2001 By: /s/ Neil Flanzraich
-----------------------------------
Neil Flanzraich
Vice Chairman and President
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 3 to the Schedule TO is
true, complete and correct.
IVAX Holdings C.I.
September 17, 2001 By: /s/ Neil Flanzraich
-----------------------------------
Neil Flanzraich
President
4
Exhibit Index
Ex. No. Exhibit Description
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99(a)(13) Press Release, dated September 17, 2001, issued by IVAX Corporation.