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SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
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. 3 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 and May 11, 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 and May 11, 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 has elected not to proceed with the exchange offer. As
indicated in the exchange offer materials, the Registrant's obligation to
proceed with the exchange offer is conditioned in part on a stock price average
of between $40-$55 per share. The actual average share price is below the
indicated range. The Registrant intends to promptly return all notes tendered in
the exchange offer.
The Registrant hereby amends and supplements the Schedule TO as follows:
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented as follows:
(a)(11) Press Release Issued by the Registrant on May 15, 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 16, 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:
Jim Kent
Vice President, Treasurer
510.923.2717
CHIRON ELECTS NOT TO PROCEED WITH CONVERTIBLE BOND EXCHANGE OFFER
EMERYVILLE, CA, May 15, 2000--Chiron Corporation (Nasdaq: CHIR) announced today
that due to market conditions it has elected not to proceed with its previously
announced bond exchange offer, which commenced April 17. As indicated in the
exchange offer materials, Chiron's obligation to proceed with the exchange offer
is conditioned in part on a stock price average of between $40-$55 per share.
The actual average share price is below the indicated range. Chiron intends to
promptly return all notes tendered in the exchange offer.
Management noted that Chiron has cash and marketable securities in excess of
$1.4 billion and that the intention of the bond exchange was not to raise new
capital, but to restructure the terms of its existing indebtedness.
The Company further noted that, while the exchange offer was pending, it had
suspended its previously announced stock repurchase program, which is designed
to offset dilution associated with employee stock option plans and similar
employee benefits. Now that the exchange offer has been terminated, management
intends to continue the stock repurchase program.
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.
THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. A FULL DISCUSSION OF THE COMPANY'S OPERATIONS AND FINANCIAL
CONDITION, INCLUDING FACTORS THAT MAY AFFECT ITS BUSINESS AND FUTURE PROSPECTS,
IS CONTAINED IN DOCUMENTS THE COMPANY FILES WITH THE SEC, SUCH AS FORM 10-Q AND
10-K. THESE DOCUMENTS IDENTIFY IMPORTANT FACTORS THAT COULD CAUSE THE COMPANY'S
ACTUAL PERFORMANCE TO DIFFER FROM CURRENT EXPECTATIONS, INCLUDING THE OUTCOME OF
CLINICAL TRIALS, REGULATORY REVIEW, MANUFACTURING CAPABILITIES AND MARKETING
EFFECTIVENESS.
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