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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SCHEDULE 13D
(AMENDMENT NO. 12)
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
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SYSTEMIX, INC.
(Name of Subject Company)
NOVARTIS BIOTECH HOLDING CORP.
AND
NOVARTIS INC.
(Bidder)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
871872 10 7
(CUSIP Number of Class of Securities)
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ROBERT L. THOMPSON, JR., ESQ.
NOVARTIS BIOTECH HOLDING CORP.
NOVARTIS INC.
C/O NOVARTIS CORPORATION
608 FIFTH AVENUE, 10TH FLOOR
NEW YORK, NEW YORK 10020
(212) 830-2401
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Bidder)
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COPY TO:
DAVID W. HELENIAK, ESQ.
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 848-4000
FEBRUARY 11, 1997
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This Amendment No. 2 to the Tender Offer Statement on Schedule
14D-1 and Amendment No. 12 to the Statement on Schedule 13D (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 (the "Offer to Purchase") and in the related
Letter of Transmittal (which together constitute the "Offer").
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ITEM 10. ADDITIONAL INFORMATION.
(a) Item 10(f) is hereby amended by amending and restating in its
entirety the third paragraph under "THE TENDER OFFER--Section 1. Terms of the
Offer; Expiration Date" in the Offer to Purchase as follows:
Subject to the applicable regulations of the Commission, Purchaser
also expressly reserves the right, in its sole discretion (but subject to
the terms and conditions of the Merger Agreement), at any time and from
time to time, (i) to delay acceptance for payment of, or, regardless of
whether such Shares were theretofore accepted for payment, payment for,
any Shares, pending receipt of any regulatory approval specified in "THE
TENDER OFFER--Section 13. Certain Legal Matters and Regulatory Approval",
(ii) to terminate the Offer and not accept for payment any Shares upon
the occurrence of any of the conditions specified in "THE TENDER
OFFER--Section 12. Certain Conditions of the Offer" prior to the
Expiration Date and (iii) to waive any condition, except for the
first Minimum Condition, or otherwise amend the Offer in any respect, by
giving oral or written notice of such delay, termination, waiver or
amendment to the Depositary and by making a public announcement thereof.
The Merger Agreement provides that, without the consent of the Company,
Purchaser will not (i) decrease the price per Share payable pursuant to
the Offer, (ii) reduce the maximum number of Shares to be purchased in the
Offer or (iii) impose conditions to the Offer in addition to those set
forth in "THE TENDER OFFER--Section 12. Certain Conditions of the Offer".
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 Purchaser shall waive the Second Minimum
Condition. Purchaser acknowledges that (i) Rule 14e-1(c) under the
Exchange Act requires Purchaser to pay the consideration offered or
return the Shares tendered promptly after the termination or withdrawal of
the Offer and (ii) Purchaser may not delay acceptance for payment
of, or payment for (except as provided in clause (i) of the first sentence
of this paragraph), any Shares upon the occurrence of any of the conditions
specified in "THE TENDER OFFER--Section 12. Certain Conditions of the
Offer" without extending the period of time during which the Offer is open.
(b) Item 10(f) is hereby amended by amending and restating in its
entirety the first paragraph under "THE TENDER OFFER--Section 2. Acceptance
for Payment and Payment for Shares" in the Offer to Purchase as follows:
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2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES. Upon the terms
and subject to the conditions of the Offer (including, if the Offer is
extended or amended, terms and conditions of any such extension or
amendment), Purchaser will accept for payment, and will pay for, all
Shares validly tendered prior to the Expiration Date and not properly
withdrawn, promptly after the Expiration Date. Notwithstanding the
immediately preceding sentence and subject to applicable rules of the
Commission and the terms and conditions of the Merger Agreement, Purchaser
expressly reserves the right to delay acceptance for payment of, or
payment for, Shares pending receipt of any regulatory approvals
specified in "THE TENDER OFFER--Section 13. Certain Legal Matters and
Regulatory Approvals" or in order to comply in whole or in part with any
other applicable law.
(c) Item 10(f) is hereby amended by amending and restating in its entirety
the first paragraph under "THE TENDER OFFER--Section 12. Certain Conditions of
the Offer" in the Offer to Purchase as follows:
12. CERTAIN CONDITIONS OF 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. 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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Item 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 4(a) is hereby amended by amending and restating in its entirety the
information under "THE TENDER OFFER--Section 9. Financing of the Offer and the
Merger" in the Offer to Purchase as follows:
9. FINANCING OF THE OFFER AND THE MERGER. The total amount of
funds required by Purchaser to consummate the Offer and the Merger and to
pay related fees and expenses is estimated to be approximately $83.8
million. Parent will ensure that Purchaser has sufficient funds to acquire
all the outstanding Shares pursuant to the Offer and the Merger. Parent
will provide such funds from its working capital or its affiliates'
working capital.
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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.
February 11, 1997
NOVARTIS BIOTECH HOLDING CORP.
By: /s/ ROBERT L. THOMPSON, JR.
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Name: Robert L. Thompson, Jr.
Title: Vice President
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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.
February 11, 1997
NOVARTIS INC.
By: /s/ ROBERT L. THOMPSON, JR.
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Name: Robert L. Thompson, Jr.
Title: Attorney-in-Fact
