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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
Amendment No. 2
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CHIREX INC.
(Name of Subject Company)
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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)
Copy to:
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Hubertus V. Sulkowski
Shearman & Sterling
114 avenue des Champs Elysees
75008 Paris, France
(33-1) 53-89-70-00
CALCULATION OF FILING FEE
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<CAPTION>
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Transaction Valuation* Amount of Filing Fee**
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<S> <C>
$557,738,844 $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.
[X] 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: $ 111,547.80 Filing Party: Cousin Acquisition,
Inc., Rhodia
Form or Registration No.: Schedule TO Date Filed: August 4, 2000
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 Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO, as previously amended and supplemented, originally filed with
the Securities and Exchange Commission (the "Commission") on August 4, 2000 by
Rhodia, a French corporation ("Parent") and Cousin Acquisition, Inc., a Delaware
corporation ("Purchaser") and an indirect wholly owned subsidiary of Parent. The
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, which, together with any amendments or
supplements thereto, collectively constitute the "Offer". Copies of the Offer to
Purchase and the related Letter of Transmittal are filed with the Schedule TO as
Exhibits (a)(1) and (a)(2), respectively. Capitalized terms used and not defined
herein shall have the meanings assigned to such terms in the Offer to Purchase
or in the Schedule TO.
Item 11. Additional Information
Item 11 of the Schedule TO , which incorporates by reference the
information contained in the Offer to Purchase, is hereby amended and
supplemented to include the following information:
On August 17, 2000, Parent received early termination of the waiting
period with respect to the Offer and the Merger under the German Law
against Restraints on Competition.
On August 17, 2000, Parent issued a press release announcing the early
termination of the waiting period with respect to the Offer and the Merger
under the German Law against Restraints on Competition, a copy of which is
filed as Exhibit (a)(12) hereto and is incorporated herein by reference.
Item 12. Material to Be Filed as Exhibits.
(a)(12) Press Release Issued by Parent on August 17, 2000.
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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 17, 2000
COUSIN ACQUISITION, INC.
By: /s/ John P. Donahue
Name: John P. Donahue
Title: President, Secretary and Treasurer
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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 17, 2000
RHODIA
By: /s/ Michel Marien
Name: Michel Marien
Title: President of the Life Science
Chemicals Enterprise
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EXHIBIT INDEX
Exhibit
No.
*(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.
*(a)(11) Press Release issued by Parent on August 16, 2000.
(a)(12) Press Release issued by Parent on August 17, 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.
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* Previously filed.
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*(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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* Previously filed.
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