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SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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. 2 to a Tender Offer Statement on Schedule TO (the
"Statement") amends and supplements the Statement originally filed on April 6,
2000 and amended on April 17, 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.
The Registrant hereby amends and supplements the Schedule TO as follows:
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented as follows:
(a)(10) Press Release Issued by the Registrant on May 10, 2000.
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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: May 11, 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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Contacts:
David Smith
Vice President, Controller
510.923.4809
Jim Kent
Vice President, Treasurer
510.923.2717
CHIRON SHARE PRICE AVERAGE ANNOUNCED AS REQUIRED UNDER THE CONVERTIBLE BOND
EXCHANGE OFFER
EMERYVILLE, CA, May 10, 2000--Chiron Corporation (Nasdaq: CHIR) announced today
the average share price to be used to evaluate next steps in association with
its convertible bond exchange offer, which commenced April 17. The exchange
offer expires at 12:01 a.m., Eastern Standard Time on May 15. The share price
average for the five business days ending on (and including) May 10 equals
$35.89. As previously disclosed, Chiron's obligation to proceed with the
exchange offer is conditioned upon an average share price in the range of
$40-$55 per share and at least 75 percent of the 1.90% Convertible Subordinated
Notes being validly tendered. Because the actual average share price is below
the indicated range, Chiron is currently evaluating alternative courses of
action and expects to issue further information by Tuesday, May 16.
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.
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