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SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE TO
TENDER OFFER STATEMENT UNDER
SECTION 14 (D) (1) OR 13 (E) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
CHIRON CORPORATION
(Name of Subject Company (Issuer))
CHIRON CORPORATION, AS ISSUER
(Names of Filing Persons (identifying status as Offeror, Issuer or Other
Person))
4.50% CONVERTIBLE SUBORDINATED NOTES DUE MAY 15, 2007
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
WILLIAM G. GREEN
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CHIRON CORPORATION
4560 HORTON STREET
EMERYVILLE, CALIFORNIA 94608
(510) 655-8750
(Name, Address and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
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COPIES TO:
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ROBERT E. BUCKHOLZ, JR., ESQ. ABIGAIL ARMS, ESQ.
SULLIVAN & CROMWELL SHEARMAN & STERLING
125 BROAD STREET 801 PENNSYLVANIA AVENUE, N.W.
NEW YORK, NEW YORK 10004-2498 WASHINGTON DC 20006-5805
(212) 558-4000 (202) 508-8000
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2)
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$370,728,375 $97,873
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(1) Pursuant to Rule 457(f)(1) under the Securities Act of 1933, this amount is
the market value as of April 5, 2000 of the maximum amount of 1.90%
Convertible Subordinated Notes due November 17, 2000 that may be received by
the Registrant from tendering holders in the exchange offer.
(2) Registration fee previously paid in connection with the Registrant's
Registration Statement on Form S-4 filed April 6, 2000.
/ / 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:
Form or Registration No.:
Filing Party:
Date Filed:
/ / Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/ / third-party tender offer subject to Rule 14d-1.
/X/ 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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INTRODUCTION
This Amendment No. 1 to a Tender Offer Statement on Schedule TO (the
"Statement") amends and supplements the Statement originally filed on April 6,
2000 by Chiron Corporation, a Delaware corporation, pursuant to Section 13(e) of
the Securities Exchange Act in connection with its offer to exchange up to
$243,800,000 of its 1.90% Convertible Subordinated Notes due November 17, 2000
(or such lesser number as are properly tendered) into its 4.50% Convertible
Subordinated Notes due May 15, 2007, upon the terms and subject to the
conditions set forth in Chiron Corporation's Registration Statement on Form S-4
(File No. 333-34212) filed with the Securities and Exchange Commission on April
5, 2000 and as amended on April 17, 2000 (collectively, the "Registration
Statement"). The Registration Statement and the exhibits thereto are
incorporated by reference in this Schedule TO in answer to some of the items
required in this Schedule TO.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS.
The following are executive officers and directors of Chiron Corporation:
Rajen K. Dalal, Vice President; President, Chiron Blood Testing Division*
William G. Green, Esq., Senior Vice President, General Counsel and
Secretary*
Paul J. Hastings, Vice President; President, Chiron Biopharmaceuticals*
Sean P. Lance, Chairman of the Board; President and Chief Executive
Officer*
Linda W. Short, Vice President, Corporate Resources*
David V. Smith, Vice President, Controller*
James R. Sulat, Vice President, Chief Financial Officer*
Lewis T. Williams, M.D., Ph.D, Chief Scientific Officer; President,
Chiron Research & Development; Director*
Raymund Breu, Director*
Vaughn D. Bryson, Director*
Lewis W. Coleman, Director*
Pierre E. Douaze, Director*
Donald A. Glaser, Director*
Paul L. Herrling, Director*
Edward E. Penhoet, Director*
William J. Rutter, Director*
Jack W. Schuler, Director*
Pieter J. Strijkert, Director*
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* c/o Chiron Corporation, 4560 Horton Street, Emeryville, California 94608,
telephone (510) 655-8750.
ITEM 4. TERMS OF THE TRANSACTION.
(b) None of the securities are to be purchased from any officer, director or
affiliate of the Registrant.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) The Registrant has a strategic alliance with Novartis AG. A Governance
Agreement dated as of November 20, 1994 between the Registrant and Novartis
contains provisions relating to, among other things, the nomination of directors
to the Registrant's Board of Directors and the voting of the shares of the
Registrant's Common Stock held by Novartis. The Governance Agreement is
incorporated by reference to Exhibit 10.702 of the Registrant's quarterly report
on Form 10-Q for the period ended June 30, 1999.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The purpose of the tender offer is to preserve existing debt/equity
ratios, extend the maturity of a comparable amount of indebtedness, and increase
the conversion price, thereby decreasing the amount of equity issuable upon
conversion as compared to the existing notes.
(b) The securities acquired in the tender offer will be retired.
(c)(4) Donald A. Glaser, a member of the Registrant's Board of Directors,
has decided that he will not stand for reelection when his term expires in 2000.
The size of the Board will be reduced from twelve members to eleven members.
This change in the size and makeup of the Registrant's Board of Directors is
unrelated to and is not in contemplation of the tender offer.
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(c)(5) The Registrant has not made any material change in its corporate
structure or business of the type contemplated by this section.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The source of the cash consideration to be paid by the Registrant in the
tender offer will be retained earnings. A detailed description of how the amount
of the cash consideration is calculated is included in the Prospectus dated
April 17, incorporated by reference herein.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
None of the persons named in Item 3 beneficially owns any of the subject
securities.
ITEM 10. FINANCIAL STATEMENTS.
The required financial statements can be found beginning at page F-1 in the
Registrant's annual report on Form 10-K for the fiscal year ended December 31,
1999, filed March 10, 2000, and have been incorporated into the Prospectus dated
April 17, incorporated by reference herein.
ITEM 12. EXHIBITS.
(a)(1)* Prospectus dated April 17, 2000, incorporated by reference to the
Registrant's Registration Statement on Form S-4 (No. 333-34212)
originally filed on April 6, 2000.
(a)(2)** Press Release Issued by the Registrant on April 6, 2000.
(a)(3)* Form of Indenture between the Company and State Street Bank and
Trust Company of California, N.A., as exchange notes trustee,
incorporated by reference to Exhibit 4.1 of the Registrant's
Registration Statement on Form S-4 (No. 333-34212) originally
filed on April 6, 2000.
(a)(4)* Form of Letter of Transmittal, incorporated by reference to
Exhibit 99.1 of the Registrant's Registration Statement on Form
S-4 (No. 333-34212) originally filed on April 6, 2000.
(a)(5)* Form of Notice of Guaranteed Delivery, incorporated by reference
to Exhibit 99.2 of the Registrant's Registration Statement on Form
S-4 (No. 333-34212) originally filed on April 6, 2000.
(a)(6)* Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees, incorporated by reference to Exhibit
99.3 of the Registrant's Registration Statement on Form S-4 (No.
333-34212) originally filed on April 6, 2000.
(a)(7)* Form of Letter to Clients, incorporated by reference to Exhibit
99.4 of the Registrant's Registration Statement on Form S-4 (No.
333-34212) originally filed on April 6, 2000.
(a)(8)* Guidelines For Certification of Taxpayer Identification Number on
Substitute Form W-9, incorporated by reference to Exhibit 99.5 of
the Registrant's Registration Statement on Form S-4 (No.
333-34212) originally filed on April 6, 2000.
(a)(9) Press Release Issued by the Registrant on April 17, 2000.
(d)(1)* Governance Agreement, dated as of November 20, 1994, between the
Registrant and Novartis AG, incorporated by reference to Exhibit
10.702 of the Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 1999.
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* Incorporated by reference
** Previously filed
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SIGNATURE
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.
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Dated: April 17, 2000 CHIRON CORPORATION
By: /s/ SEAN P. LANCE
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Name: Sean P. Lance
Title: President, Chief Executive Officer
and Chairman of the Board
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Exhibit (a)(9)
EMERYVILLE, Calif., April 17 /PRNewswire/ -- Chiron Corp (Nasdaq: CHIR -
news) announced today that it commenced its previously announced offer to
exchange new subordinated convertible notes for its existing 1.90%
Convertible Subordinated Notes due November 17, 2000.
The new debentures will have a maturity date of May 15, 2007, a coupon rate
of 4.5%, and a conversion premium of 33%. The specific conversion price of
the new notes will be established based on the average closing price of
Chiron common shares for each of the five business days ending on (and
including) May 10, unless the offer is extended. In addition to the new
notes, current note holders who participate in the exchange offer will
receive a cash payment equal to the difference between the value of the
existing notes and the exchanged notes, as more fully described in the
prospectus.
This exchange offer is intended to preserve existing debt/equity ratios,
extend the maturity of a comparable amount of indebtedness, and increase the
conversion price, thereby decreasing the amount of equity issuable upon
conversion as compared to the existing notes.
Consummation of the exchange offer is conditioned on receipt of at least 75
percent of the 1.90% Convertible Subordinated Notes being validly tendered,
and upon the stock price average which determines the conversion price being
between $40 and $55 per share.
The exchange offer will expire at 12:01 a.m., Eastern Standard Time, on
May 15, 2000, unless we extended the offer.
For more information, and a copy of the prospectus, holders of the 1.90%
Convertible Subordinated Notes may contact Georgeson Shareholder
Communications Inc. at 17 State Street, 10th Floor, New York, NY 10004, or
via telephone at 800-223-2064.
Goldman, Sachs & Co. will act as the dealer manager to solicit exchanges.
State Street Bank and Trust Co. of California, N.A. will act as exchange
agent. Georgeson Shareholder Communications Inc. will act as the information
agent.
About Chiron
Chiron Corporation is a leading biotechnology company that participates in
three global healthcare markets: biopharmaceuticals, vaccines and blood
testing. The company is applying a broad and integrated scientific approach
to the development of innovative products for preventing and treating cancer,
infection and cardiovascular disease. For more information about Chiron,
visit the company's web site at www.chiron.com.
