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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(AMENDMENT NO. 3)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
SYSTEMIX, INC.
(Name of the Issuer)
SYSTEMIX, INC.
NOVARTIS BIOTECH HOLDING CORP.
NOVARTIS 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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ROBERT L. THOMPSON, JR., ESQ. IRIS BREST, ESQ.
NOVARTIS BIOTECH HOLDING CORP. SYSTEMIX, INC.
NOVARTIS INC. 3155 PORTER DRIVE
C/O NOVARTIS CORPORATION PALO ALTO, CALIFORNIA 94304
608 FIFTH AVENUE, 10TH FLOOR (415) 813-4119
NEW YORK, NEW YORK 10020
(212) 830-2401
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(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
WITH COPIES TO:
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DAVID W. HELENIAK, ESQ. MORRIS J. KRAMER, ESQ.
SHEARMAN & STERLING SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
599 LEXINGTON AVENUE 919 THIRD AVENUE
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10022
(212) 848-4000 (212) 735-3000
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This statement is filed in connection with (check the appropriate box):
a. / / The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities Act
of 1933.
c. /X/ A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
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This Amendment No. 3 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 (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 SyStemix, Inc. (the
"Shares"), a Delaware corporation, 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 10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10 of the Schedule 13E-3 is hereby amended and supplemented as follows:
The Offer expired at 12:00 midnight, New York City time, on
Friday, February 14, 1997. Based on a preliminary count, approximately
4,711,319 Shares were tendered pursuant to the Offer, of which 910,839 were
tendered pursuant to notices of guaranteed delivery. Such Shares (including
Shares delivered pursuant to notices of guaranteed delivery) constituted
approximately 30.6% of the outstanding Shares and approximately 98.2% of the
outstanding Shares held by persons other than Parent, Purchaser and their
affiliates. On Saturday, February 15, 1997, effective as of 12:01 a.m., all
Shares validly tendered and not withdrawn prior to the expiration of the
Offer were accepted for payment. In addition to the Shares acquired pursuant
to the Offer, Purchaser and Parent own 10,610,099 Shares, representing
approximately 68.9% of the outstanding Shares. As a result, Purchaser and its
affiliates own approximately 99.5% of the outstanding Shares, which is a
sufficient number of Shares to enable Purchaser to effect the Merger without
a vote or meeting of the Company's stockholders. After the Merger, Parent
will indirectly own 100% of the Company. Purchaser intends to effect the
Merger as soon as practicable. A press release issued by Parent on February
18, 1997 announcing the expiration of the Offer and the acceptance of validly
tendered Shares is attached hereto as Exhibit (d)(9) and is incorporated
herein by reference.
ITEM 17. EXHIBITS
Item 17 of the Schedule 13E-3 is hereby amended by adding the following
Exhibit:
Exhibit No. (d)(9) Press Release issued by Parent on February
18, 1997.
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SIGNATURES
After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 18, 1997 NOVARTIS BIOTECH HOLDING CORP.
By /s/ Robert L. Thompson, Jr.
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Name: Robert L. Thompson, Jr.
Title: Vice President
NOVARTIS INC.
By /s/ Robert L. Thompson, Jr.
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Name: Robert L. Thompson, Jr.
Title: Attorney-in-Fact
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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.
Dated: February 18, 1997 SYSTEMIX, INC.
By /s/ John J. Schwartz
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Name: John J. Schwartz, Ph.D.
Title: President and Chief Executive
Officer
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NOVARTIS COMPLETES TENDER OFFER FOR SYSTEMIX, INC.
NEW YORK, NY and BASEL, SWITZERLAND, February 18, 1997 -- Novartis announced
today that it had completed its tender offer for all outstanding shares of
SyStemix, Inc.
The tender offer expired as scheduled at 12:00 midnight, New York City time,
on Friday, February 14, 1997. Based on a preliminary count, 4,711,319 shares
of SyStemix common stock were tendered and accepted for payment, representing
approximately 98.2% of the outstanding shares held by persons other than
Novartis and its affiliates.
SyStemix will merge with Novartis Biotech Holding Corp., a wholly owned
subsidiary of Novartis, as soon as practicable. As a result of the merger,
Novartis will own 100% of SyStemix. SyStemix shares which were not tendered
into the offer will be cancelled and converted automatically into the right
to receive USD 19.50 per share in cash.
SyStemix, Inc., based in Palo Alto, California, is a biotechnology company
leading in the development of therapies for major disorders of the blood and
the immune system based on the use of isolated, expanded and gene-modified
human hematopoietic stem cells.
Headquartered in Basel, Switzerland, Novartis is a world leader in Life
Sciences, committed to the research and development of innovative products
and services. In 1995, its annual investment in healthcare research and
development was more than CHF 2 billion, the largest in the healthcare
industry.
