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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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SYSTEMIX, INC.
(Name of Subject Company)
SYSTEMIX, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
871872 10 7
(CUSIP Number of Class of Securities)
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IRIS BREST, ESQ.
GENERAL COUNSEL
SYSTEMIX, INC.
3155 PORTER DRIVE
PALO ALTO, CALIFORNIA 94303
(415) 856-4901
(Name, address and telephone number of person authorized
to receive notices and communications on behalf
of the person(s) filing statement)
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WITH A COPY TO:
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MORRIS J. KRAMER, ESQ. JEFFRY HOFFMAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN LLP
919 THIRD AVENUE 919 THIRD AVENUE
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10022
(212) 735-3000 (212) 891-9260
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This Amendment No. 2 to the Solicitation/Recommendation Statement on
Schedule 14D-9 filed by SyStemix, Inc. (the "Company"), a Delaware corporation,
(this "Amendment") relates to the offer by Novartis Biotech Holding Corp., a
Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of
Novartis Inc., a company organized under the laws of Switzerland ("Parent"),
to purchase all outstanding shares of Common Stock, par value $.01 per share
(the "Common Stock"), of the Company (the "Shares"), at a price of $19.50 per
Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in Purchaser's Offer to Purchase dated January 17, 1997
and in the related Letter of Transmittal.
ITEM 3. IDENTITY AND BACKGROUND
(a) Item 3 is hereby amended by amending and restating in its entirety the
first paragraph under "THE MERGER AGREEMENT - THE OFFER" as follows:
THE OFFER. The Merger Agreement provides for the commencement of the
Offer as promptly as reasonably practicable after the date thereof, but in no
event later than five business days after the initial public ammouncement of
Purchaser's intention to commence the Offer. Purchaser shall not, without the
consent of a majority of the Independent Directors, accept for payment any
Shares tendered pursuant to the Offer unless at least a majority of the then
issued and outstanding Shares, other than Shares owned by Parent and
Purchaser, shall have been validly tendered and not withdrawn prior to the
expiration of the Offer. The obligation of Purchaser to accept for payment
and pay for Shares tendered pursuant to the Offer is conditioned upon, among
other things, there being validly tendered and not withdrawn prior to the
expiration of the Offer (i) not less than a majority of the issued and
outstanding Shares other than Shares owned by Parent or Purchaser (the "First
Minimum Condition") and (ii) at least the number of Shares that when added to
the Shares owned by Parent and Purchaser shall constitute 90% of the Shares
then outstanding (the "Second Minimum Condition") and certain other
conditions that are described in "CONDITIONS TO CONSUMMATING THE OFFER"
below. Purchaser and Parent have agreed that no change in the Offer may be
made which decreases the price per Share payable in the Offer or which
reduces the maximum number of Shares to be purchased in the Offer or which
imposes conditions to the Offer in addition to those set forth in "CONDITIONS
TO CONSUMMATING THE OFFER" below. The First Minimum Condition may not be
waived without the consent of a majority of the Independent Directors.
Pursuant to the Merger Agreement, in the event all conditions set forth in
the Merger Agreement shall have been satisfied other than the Second Minimum
Condition, Purchaser may extend the Offer for a period or periods aggregating
not more than 20 business days after the later of (i) February 14, 1997 and
(ii) the date on which all other conditions set forth in the Merger Agreement
shall have been satisfied, after which time (or earlier if Parent did not
extend the Offer) Purchaser shall waive the Second Minimum Condition and
consummate the Offer.
(b) Item 3 is hereby amended by amending and restating in its entirety
the first paragraph under "THE MERGER AGREEMENT - CONDITIONS TO CONSUMMATING THE
OFFER" as follows:
CONDITIONS TO CONSUMMATING THE OFFER. Purchaser shall not, without the
consent of a majority of the Independent Directors, accept for payment any
Shares tendered pursuant to the Offer unless at least a majority of the then
isssued and outstanding Shares, other than Shares owned by Parent and
Purchaser, will have been validly tendered and not withdrawn prior to the
expiration of the Offer. Notwithstanding any other provision of the Offer,
Purchaser shall not be required to accept for payment or pay for any Shares
tendered pursuant to the Offer, and may terminate or amend the Offer and may
postpone the acceptance for payment of, and payment for, Shares tendered, if
(i) immediately prior to the expiration of the Offer the Second Minimum
Condition shall not have been satisfied or (ii) at any time on or after the
date of the Merger Agreement and prior to the Expiration Date and prior to
the acceptance for payment of Shares, any of the following conditions shall
exist:
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SIGNATURE
After reasonable 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: February 11, 1997
/s/ John J. Schwartz
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John J. Schwartz, Ph.D.
President and Chief Executive Officer
