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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13A - 16 AND 15D - 16 OF
THE SECURITIES EXCHANGE ACT OF 1934
DECEMBER 3, 1999 COMMISSION FILE NUMBER 001-11145
BIOVAIL CORPORATION INTERNATIONAL
(TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)
2488 DUNWIN DRIVE, MISSISSAUGA, ONTARIO L5L 1J9, CANADA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (416) 285-6000
INDICATE BY CHECK MARK WHETHER THE REGISTRANT FILES OR WILL
FILE ANNUAL REPORTS UNDER COVER OF FORM 20-F OR FORM 40-F
FORM 20-F X FORM 40-F __
INDICATE BY CHECK MARK WHETHER FOR REGISTRANT BY FURNISHING THE INFORMATION
CONTAINED IN THIS FORM IS ALSO THEREBY FURNISHING THE INFORMATION TO THE
COMMISSION PURSUANT TO RULE 12G 3-2 (B) UNDER THE SECURITIES EXCHANGE ACT OF
1934.
YES ___ NO _X_
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BIOVAIL CORPORATION INTERNATIONAL
QUARTERLY REPORT
INDEX
<TABLE>
<S> <C>
PART 1.FINANCIAL INFORMATION
PART II. OTHER INFORMATION .......................................... 1
</TABLE>
(ALL DOLLAR AMOUNTS IN THIS DOCUMENT ARE EXPRESSED IN U.S. DOLLARS UNLESS
OTHERWISE STATED.)
<PAGE> 3
BIOVAIL CORPORATION INTERNATIONAL
PART II - OTHER INFORMATION
1. The material issued by the Company to Shareholders are attached as the
following exhibits:
a) Notice of Special Meeting of Shareholders - December 30, 1999
b) Management Information Circular
c) Proxy for Special Meeting of Shareholders
d) Dissent Rights
2. Reporting Issued to Canadian Security Administrators and Stock Exchanges
e) Form 27 - Material Change Report dated November 24, 1999
f) Form 27 - Material Change Report dated December 3, 1999
1
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Biovail Corporation International
December 3, 1999 By /s/John R. Miszuk
John R. Miszuk,
Vice President, Controller
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SCHEDULE (a)
BIOVAIL CORPORATION INTERNATIONAL
NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS
NOTICE is hereby given that a Special Meeting (the ''Meeting'') of the
Shareholders of Biovail Corporation International (the ''Corporation'') will be
held at the head office of the Corporation located at 2488 Dunwin Drive,
Mississauga, Ontario, L5L 1J9 on December 30, 1999 at the hour of 10 o'clock
a.m., for the following purposes:
1. To consider and, if deemed advisable to approve, a special resolution of
the shareholders of the Corporation authorizing an amendment to the
Corporation's articles to subdivide each issued and outstanding common
share of the Corporation into two common shares of the Corporation.
2. To consider and, if deemed advisable to approve, a special resolution of
the shareholders of the Corporation authorizing a change of the name of
the Corporation from ''Biovail Corporation International'' to ''Biovail
Corporation''.
3. To consider and, if deemed advisable to approve, a special resolution of
the shareholders of the Corporation authorizing an amendment to the
Corporation's articles to increase the authorized number of common shares
from 120,000,000 to an unlimited number of common shares.
4. To consider and, if deemed advisable to approve, a resolution of the
shareholders of the Corporation authorizing an amendment to the current
by-laws of the Corporation to change the quorum requirements for meetings
of shareholders to require the presence of two shareholders of the
Corporation present in person holding or representing at least 25% of the
outstanding shares of the Corporation.
5. To transact such further and other business as may properly come before
the Meeting or any adjournment or adjournments thereof.
In order to be effective, the special resolutions set out in paragraphs 1,
2 and 3 above require the approval of 662/3% of the votes cast at the Meeting.
The resolution set out in paragraph 4 above requires the approval of a majority
of the votes cast at the Meeting.
DATED the 1st day of December, 1999.
By Order of the Board
(Signed) KENNETH CANCELLARA
Secretary
NOTE: If you are the holder of shares of the Corporation and are not able to
be present personally at the Meeting, kindly fill in, date, sign and
return, in the envelope provided for that purpose, the enclosed form
of proxy in respect of the shares owned by you at any time up to
5:00 p.m. (Toronto time) on the last business day preceding the date
of the Meeting (or any adjournment thereof) or deposit it with the
Chairman of the Meeting prior to the commencement of the Meeting or
any adjournment thereof. A Management Information Circular accompanies
this notice.
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SCHEDULE (b)
BIOVAIL CORPORATION INTERNATIONAL
MANAGEMENT INFORMATION CIRCULAR
SOLICITATION OF PROXIES
THIS MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE
SOLICITATION BY THE MANAGEMENT OF BIOVAIL CORPORATION INTERNATIONAL (THE
''CORPORATION'') OF PROXIES TO BE USED AT A SPECIAL MEETING OF SHAREHOLDERS OF
THE CORPORATION (THE ''MEETING'') TO BE HELD ON THE 30TH DAY OF DECEMBER, 1999,
AT THE TIME AND PLACE AND FOR THE PURPOSES SET FORTH IN THE ACCOMPANYING NOTICE
OF MEETING. It is expected that the solicitation will be primarily by mail.
Proxies may also be solicited personally by regular employees of the
Corporation at nominal cost. The cost of solicitation by management will be
borne by the Corporation.
APPOINTMENT AND REVOCATION OF PROXIES
The persons named in the enclosed form of proxy are directors and officers
of the Corporation. A SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON TO
REPRESENT HIM AT THE MEETING MAY DO SO either by inserting such person's name in
the blank space provided in the applicable form of proxy or by completing
another proper form of proxy and, in either case, delivering the completed proxy
to the Secretary of the Corporation or returning it by mail in the envelope
provided for that purpose before the time of holding the Meeting.
In addition to revocation in any other manner permitted by law, a proxy
may be revoked by instrument in writing executed by the shareholder or by his
attorney authorized in writing or, if the shareholder is a corporation, under
its corporate seal or by an officer or attorney thereof duly authorized, and
deposited either at the registered office of the Corporation at any time up to
and including the last business day preceding the day of the Meeting, or any
adjournment thereof, at which the proxy is to be used or with the chairman of
such Meeting on the day of the Meeting, or adjournment thereof, and upon either
of such deposits the proxy is revoked.
EXERCISE OF DISCRETION BY PROXIES
The persons named in the enclosed form of proxy will vote the shares in
respect of which they are appointed for or against in accordance with the
direction of the shareholder appointing them. In the absence of any direction
to the contrary, such shares will be voted FOR the special resolution
authorizing an amendment to the Corporation's articles to subdivide each issued
and outstanding common share of the Corporation on the basis of two common
shares for each one common share of the Corporation held, as referred to under
the heading ''Subdivision of Common Shares'' in this Management Information
Circular; FOR the special resolution authorizing a change of the name of the
Corporation to ''Biovail Corporation'', as referred to under the heading
''Change of Name'' in this Management Information Circular; FOR the special
resolution authorizing an increase in the authorized number of common shares
from 120,000,000 to an unlimited number of common shares, as referred to under
the heading ''Increase in Authorized Capital''; and FOR the resolution
authorizing an amendment to the Corporation's current by-law to change the
quorum requirements for meetings of shareholders to two shareholders of the
Corporation present in person holding or representing at least 25% of the
outstanding shares of the Corporation, as referred to under the heading
''Change in Quorum Requirements''.
The enclosed form of proxy confers discretionary authority upon the
persons named therein with respect to amendments or variations to the matters
identified in the Notice of Meeting and with respect to other matters which may
properly come before the Meeting. At the time of printing this circular, the
management of the Corporation knows of no such amendments, variations or other
matters to come before the Meeting. However, if any such amendment, variation
or other matter properly comes before the Meeting, it is the intention of the
persons named in the accompanying form of proxy to vote on such other business
in accordance with their judgment.
VOTING SHARES
The authorized capital of the Corporation consists of 120,000,000 common
shares (the ''Common Shares'') and an unlimited number of Class A Special
Shares. As at November 26, 1999, the Corporation had outstanding no Class A
Special Shares and an aggregate of 30,977,569 Common Shares, each carrying the
right to one vote per share which may be given in person or by proxy. The
record date for the determination of shareholders
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entitled to receive notice of the Meeting has been fixed as November 26, 1999.
In accordance with the provisions of the Business Corporations Act (Ontario),
the Corporation will prepare a list of holders of Common Shares on such record
date. Each holder of Common Shares named in the list will be entitled to one
vote per Common Share shown opposite his name on the list at the Meeting except
to the extent that (a) the shareholder has transferred any of his shares after
the date on which the list was prepared and (b) the transferee of those shares
produces properly endorsed share certificates or otherwise establishes that he
owns such shares and demands, not later than the close of business on the
second business day before the Meeting, that his name be included in the list
before the Meeting, in which case the transferee is entitled to vote his shares
at the Meeting. Holders of shares of the Corporation issued after November 26,
1999 will be entitled to vote such shares at the Meeting, provided such holders
are registered on the records of the Corporation or its transfer agents, CIBC
Mellon Trust Company or ChaseMellon Shareholder Services, LLC, prior to the
second day before the Meeting.
As currently provided in the by-laws of the Corporation, a quorum for the
transaction of business at the Meeting is the presence of two shareholders of
the Corporation, present in person, each being entitled to vote thereat or a
duly appointed proxyholder or representative for a shareholder so entitled,
holding or representing at least 51% of the outstanding shares of the
Corporation.
As at the date hereof, the only persons or companies who, to the knowledge
of the directors and senior officers of the Corporation, beneficially own,
directly or indirectly, or exercise control or direction over, more than ten
percent (10%) of the issued and outstanding shares of the Corporation are as
follows:
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF ALL OUTSTANDING
NAME COMMON SHARES VOTING SHARES
<S> <C> <C>
Eugene Melnyk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,316,127(1) 20.4%
</TABLE>
(1) Mr. Melnyk also has options to purchase 1,065,000 Common Shares, of which
options to purchase 495,000 Common Shares have vested.
SUBDIVISION OF COMMON SHARES
The shareholders are being asked to consider and, if thought advisable to
approve, a special resolution authorizing an amendment to the Corporation's
articles to subdivide the issued and outstanding Common Shares on a two-for-one
basis such that each shareholder of the Corporation will receive an additional
Common Share for every one Common Share held.
The form of special resolution in connection with the proposed subdivision
is set forth in Schedule ''A'' attached to this information circular. To be
effective, the special resolution must be approved by 662/3% of the votes cast
at the Meeting.
In light of the continued growth of the Corporation and the continued
increase in the market price of the Common Shares, the board of directors of
the Corporation have concluded that it would be in the best interests of the
Corporation and its shareholders to subdivide the issued and outstanding Common
Shares on a two-for-one basis. The directors believe that the increased number
of Common Shares available for purchase and sale at lower prices following the
proposed subdivision will make the common shares more affordable for employees
and retail investors, and will enhance the marketability of the Common Shares.
The subdivision will not change any shareholder's proportionate interest in the
equity of the Corporation, nor will it affect the aggregate stated capital of
the Common Shares.
If the proposed special resolution is approved by shareholders, the
amendment to the Corporation's articles will become effective upon the issuance
of a Certificate of Amendment under the Business Corporations Act (Ontario)
(the ''Effective Date''), and it is expected that the outstanding Common Shares
will begin trading on a sub-divided basis on The Toronto Stock Exchange (the
''TSE'') at the opening of business on January 10, 2000 or such earlier or
later date as may be determined by the board of directors of the Corporation in
accordance with the rules of the TSE. The Common shares will begin trading on a
sub-divided basis on the New York Stock Exchange (the ''NYSE'') at the opening
of business on the day after the additional common shares resulting from the
subdivision are distributed to shareholders.
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It will not be necessary for shareholders to surrender their existing
share certificates, and certificates representing presently outstanding Common
Shares should be retained by the holders thereof. Share certificates
representing the additional Common Shares resulting from the subdivision will
be issued to shareholders of record as of the close of business on or about
January 12, 2000 (the ''Record Date'') and will be distributed to such
shareholders approximately seven days after the Record Date (the ''Mailing
Date''). The additional share certificates to be issued to such shareholders,
together with share certificates currently held by such shareholders, will then
represent their total holdings.
In accordance with the rules of the TSE, it is expected that trading in
the Common Shares on a subdivided basis will commence on the TSE on or about
January 10, 2000, being two trading days prior to the Record Date and will
commence on the NYSE on the day immediately following the Mailing Date.
The subdivision of the Common Shares will not affect the aggregate
adjusted cost base to a holder of all of his Common Shares for purposes of
Canadian federal income tax. However, the adjusted cost base per share will be
reduced by one-half. There will not be any other tax consequences to holders of
Common Shares for purposes of the Income Tax Act (Canada).
In general, for United States federal income tax purposes, (a) no gain or
loss will be recognized by a holder on the receipt of Common Shares as a result
of the subdivision, (b) a holder's basis in the Common Shares held immediately
prior to the subdivision will be allocated proportionately among the original
shares and the additional shares issued as a result of the subdivision, and (c)
the holding period of the additional shares received by a holder will include
the period during which the original shares owned immediately prior to the
subdivision were held.
CHANGE OF NAME
The shareholders are being asked to consider and, if thought advisable to
approve, a special resolution authorizing a change of the corporate name of the
Corporation from ''Biovail Corporation International'' to ''Biovail
Corporation''. The board of directors feels that for convenience purposes, it
would be in the best interests of the Corporation to approve the proposed name
change.
The form of special resolution in connection with the proposed name change
is set forth in Schedule ''B'' attached to this information circular. To be
effective, the special resolution must be approved by 662/3% of the votes cast
at the Meeting.
INCREASE IN AUTHORIZED CAPITAL
The shareholders are being asked to consider and, if thought advisable to
approve, a special resolution authorizing an increase in the authorized number
of common shares of the Corporation to an unlimited number of Common Shares.
The articles of the Corporation currently provide that the authorized capital
of the Corporation consists of 120,000,000 common shares and an unlimited
number of Class A Special Shares. The board of directors of the Corporation
believe that it would be in the best interests of the Corporation to change the
authorized number of common shares of the Corporation from 120,000,000 to an
unlimited number in order to provide the Corporation with as much flexibility
as possible.
The form of special resolution in connection with the proposed increase in
the authorized number of common shares of the Corporation is set forth in
Schedule ''C'' attached to this information circular. To be effective, the
special resolution must be approved by 662/3% of the votes cast at the Meeting.
CHANGE IN QUORUM REQUIREMENTS
The shareholders are being asked to consider and, if thought advisable to
approve, a resolution authorizing a change in the quorum requirements for
meetings of shareholders to the presence of two shareholders of the
Corporation, present in person, each being entitled to vote thereat or a duly
appointed proxyholder or representative for a shareholder so entitled, holding
or representing at least 25% of the outstanding shares of the Corporation. The
current by-laws provide that a quorum for the transaction of business at a
meeting of shareholders is the presence of two shareholders of the Corporation,
present in person, each being entitled to vote thereat or a duly appointed
proxyholder or representative for a shareholder so entitled, holding or
3
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representing at least 51% of the outstanding shares of the Corporation. The
board of directors of the Corporation believes that it would be in the best
interests of the Corporation to change the quorum requirements for
administrative purposes in order to ensure that a quorum will be present at all
properly called meetings of shareholders. The current quorum requirements which
require two shareholders holding at least 51% of the outstanding shares of the
Corporation is quite high and could present a problem in obtaining a quorum for
meetings of shareholders.
The form of resolution in connection with the proposed change in quorum
requirements is set forth in Schedule ''D'' attached to this information
circular. To be effective, the resolution must be approved by a majority of the
votes cast at the Meeting.
GENERAL
Unless otherwise stated, information contained herein is given as of
December 1, 1999. Management knows of no matters to become before the Meeting
other than the matters referred to in the Notice of Meeting.
The Board of Directors of the Corporation has approved the contents of
this Management Information Circular and its sending to the shareholders.
DATED the 1st day of December, 1999.
(Signed) KENNETH CANCELLARA
Secretary
4
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SCHEDULE ''A''
SPECIAL RESOLUTION RE: SUB-DIVISION OF COMMON SHARES
WHEREAS it is desirable to subdivide the issued and outstanding common
shares of the Corporation on a two-for-one basis;
NOW THEREFORE BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
1. the Articles of the Corporation be amended by adding the following thereto:
''the common shares of the Corporation are hereby subdivided on a
two-for-one basis, with the effect that for each common share of the
Corporation issued and outstanding at the close of business on January 12,
2000, there shall be issued two common shares;''
2. any director or officer of the Corporation be and he is hereby authorized
and directed to sign all such documents and to do all things necessary or
desirable to effect such amendment, including, without limitation, delivery
of articles of amendment in prescribed form to the Director appointed under
the Business Corporations Act (Ontario) (the ''Director''); and
3. the directors of the Corporation may revoke the foregoing resolution without
further approval of the shareholders of the Corporation at any time prior to
the issue by the Director of a Certificate of Amendment relating thereto.
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SCHEDULE ''B''
SPECIAL RESOLUTION RE: CHANGE OF NAME
WHEREAS it is desirable to change the name of the corporation from
''Biovail Corporation International'' to ''Biovail Corporation'';
NOW THEREFORE BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
1. the name of the Corporation be changed from ''Biovail Corporation
International'' to ''Biovail Corporation'';
2. any director or officer of the Corporation be and he is hereby authorized
and directed to sign all such documents and to do all things necessary or
desirable to effect such amendment, including, without limitation,
delivery of articles of amendment in prescribed form to the Director
appointed under the Business Corporations Act (Ontario) (the
''Director''); and
3. the directors of the Corporation may revoke the foregoing resolution
without further approval of the shareholders of the Corporation at any
time prior to the issue by the Director of a Certificate of Amendment
relating thereto.
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SCHEDULE ''C''
SPECIAL RESOLUTION RE: INCREASE IN AUTHORIZED CAPITAL
WHEREAS it is desirable to increase the authorized number of common shares
of the Corporation from 120,000,000 to an unlimited number of common shares;
NOW THEREFORE BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
1. the Articles of the Corporation be amended to increase the authorized
capital of the Corporation from 120,000,000 common shares to an unlimited
number of common shares;
2. any director or officer of the Corporation be and he is hereby authorized
and directed to sign all such documents and to do all things necessary or
desirable to effect such amendment, including, without limitation,
delivery of articles of amendment in prescribed form to the Director
appointed under the Business Corporation Act (Ontario) (the ''Director'');
and
3. the directors of the Corporation may revoke the foregoing resolution
without further approval of the shareholders of the Corporation at any
time prior to the issue by the Director of a Certificate of Amendment
relating thereto.
7
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SCHEDULE ''D''
RESOLUTION RE: CHANGE IN QUORUM REQUIREMENTS
WHEREAS it is desirable to amend the by-laws of the Corporation to change
the quorum requirements for meetings of shareholders of the Corporation;
NOW THEREFORE BE IT RESOLVED AS A RESOLUTION THAT:
1. the first paragraph of Section 9.10 of By-Law No. A, being a by-law
relating generally to the conduct of the affairs of the Corporation be
deleted and the following substituted in its stead:
''Subject to paragraph 9.20, two persons present in person, each being a
shareholder entitled to vote at the meeting or a duly appointed
proxyholder for an absent shareholder entitled to vote at the meeting
shall be a quorum at any meeting of the shareholders for the choice of a
chairman of the meeting and the adjournment of the meeting; for all other
purposes, a quorum at any meeting of shareholders unless a greater number
is required to be present or a greater number of shares are required to
be represented at the meeting by the Act or by the articles or any other
by-law shall be persons present in person, each being a shareholder
entitled to vote at the meeting or a duly appointed proxyholder for an
absent shareholder, entitled to vote at the meeting not being less than
two in number and holding or representing by proxy not less than 25% of
the total number of the issued shares of the Corporation for the time
being enjoying voting rights at such meeting. If at any meeting, the
requisite quorum is not present within half an hour after the time
appointed for the meeting, then the meeting shall be adjourned to such
date not being less than 10 days later and to such time and place as may
be announced by the chairman at the meeting and subject to paragraph
9.18, it shall not be necessary to give notice of the adjourned
meeting.''
2. any director or officer of the Corporation be and he is hereby authorized
and directed to sign all such documents and to do all things necessary or
desirable to effect such amendment; and
3. the directors of the Corporation may revoke the foregoing resolution
without further approval of the shareholders of the Corporation at any
time.
8
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SCHEDULE (c)
BIOVAIL CORPORATION INTERNATIONAL
PROXY FOR COMMON SHARES
The undersigned shareholder of Biovail Corporation International (the
''Corporation'') hereby appoints Ken Howling or, failing him, John Miszuk or,
failing either of them,........................................as proxy, with
power of substitution, to attend and vote in respect of all the shares of the
undersigned at the SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 30,
1999 AND AT ANY ADJOURNMENTS THEREOF:
(a) FOR o or AGAINST o the special
resolution authorizing an amendment to the
articles of the Corporation to subdivide the
issued and outstanding common shares on a
two-for-one basis.
(b) FOR o or AGAINST o the special
resolution authorizing a change of the name
of the Corporation from ''Biovail
Corporation International'' to ''Biovail
Corporation''.
(c) FOR o or AGAINST o the special
resolution authorizing an increase in the
authorized capital of the Corporation to an
unlimited number of common shares.
(d) FOR o or AGAINST o the resolution
authorizing an amendment to the current
by-laws of the Corporation changing the
quorum requirements to two shareholders
present in person holding at least 25% of
the outstanding shares of the Corporation.
(e) In their discretion, with respect to the
matters hereinbefore specified as to which a
choice has not been specified, or any
amendments or variations to the matters
hereinbefore specified, or on such further
or other business as may properly come
before the meeting or any adjournments
thereof.
The proxy named above will vote the shares
in respect of which he is appointed FOR or
AGAINST in accordance with the directions
indicated above. IN THE ABSENCE OF SUCH
DIRECTION, SUCH SHARES WILL BE VOTED FOR THE
ABOVE-MENTIONED ITEMS.
The undersigned hereby ratifies and confirms
all that the said proxy may do by virtue
hereof, granting to the said proxy full
power and authority to act for and in the
name of the undersigned at the said meeting
or meetings and hereby revokes any proxy or
proxies heretofore given to vote, attend or
act with respect to the said shares.
In order to assist us in planning for the
special meeting, please indicate below
whether you plan on attending the meeting in
person:
o YES o NO
THIS PROXY IS SOLICITED ON BEHALF OF
MANAGEMENT AND WILL BE VOTED FOR OR AGAINST,
AS STATED ABOVE, IN ACCORDANCE WITH THE
INSTRUCTIONS OF THE UNDERSIGNED ON ANY
BALLOT THAT MAY BE CALLED FOR AND, IF THE
UNDERSIGNED HAS SPECIFIED A CHOICE WITH
RESPECT TO ANY MATTER TO BE ACTED UPON, THE
SHARES SHALL BE VOTED FOR OR AGAINST
ACCORDINGLY AT THE AFOREMENTIONED MEETING
AND AT ANY ADJOURNMENTS THEREOF. THE
UNDERSIGNED HAS THE RIGHT TO APPOINT A
PERSON TO ATTEND AND ACT FOR HIM AND ON HIS
BEHALF AT THE MEETING OTHER THAN THE PERSONS
NAMED ABOVE. SUCH RIGHT MAY BE EXERCISED BY
INSERTING IN THE BLANK SPACE PROVIDED ABOVE
THE NAME OF THE PERSON TO BE APPOINTED, WHO
NEED NOT BE A SHAREHOLDER OF THE
CORPORATION, OR BY COMPLETING ANOTHER PROPER
FORM OF PROXY.
The undersigned hereby acknowledges receipt
of the notice of the Special Meeting of
Shareholders dated December 1, 1999 and of
the Management Information Circular
furnished therewith.
DATED this day of , 1999.
..................................
Shareholder's Signature
(Please sign exactly as your name appears on
your share certificates. If the shareholder
is a corporation, this proxy must be
executed under corporate seal or by an
officer or attorney thereof duly authorized.
Please date this proxy where indicated. If
the date is not completed, the proxy shall
be deemed to be dated on the day on which it
is mailed).
<PAGE> 15
SCHEDULE (d)
DISSENT RIGHTS
Reference is made to management information circular (the "Circular")
dated December 1, 1999 in connection with the special meeting (the "Meeting")
of shareholders of Biovail Corporation International to be held on December 30,
1999 at 10:00 o'clock in the forenoon and specifically, the special resolution
(the "Special Resolution") proposed for consideration by shareholders at the
Meeting in respect of an increase in the authorized number of common shares of
the Corporation from 120,000,000 to an unlimited number of common shares, as
described in the Circular under the heading "Increase in Authorized Capital".
Pursuant to the provisions of the Business Corporations Act (Ontario) (the
"OBCA"), if the Special Resolution is duly passed at the Meeting by the
requisite votes and the Articles of Amendment therein authorized are filed,
each shareholder who dissents from such Special Resolution in accordance with
the procedures set forth in Section 185 of the OBCA (which are summarized
below) is entitled to receive the fair value of his shares of the Corporation.
If the Special Resolution is duly passed at the Meeting, the Board of Directors
may revoke the Special Resolution before it is acted upon without further
approval of the shareholders.
DISSENTING SHAREHOLDERS' RIGHTS
The shareholders of the Corporation have the right to dissent from the
Special Resolution pursuant to Section 185 of the OBCA. In the event that the
Articles of Amendment contemplated by such Special Resolution become effective,
any shareholder who dissents from such Special Resolution in compliance with
Section 185 of the OBCA (a "Dissenting Shareholder") will be entitled to be
paid by the Corporation the fair value of the common shares of the Corporation
(the "Common Shares") held by such shareholder, determined as of the close of
business on the day before the Special Resolution was adopted.
Such Special Resolution authorizes the directors of the Corporation to
revoke the Special Resolution without further authorization of the shareholders
at any time prior to the date (the "Effective Date") on which the Articles of
Amendment authorized by such Special Resolution become effective. If the
Special Resolution is so revoked, a Dissenting Shareholder will not be entitled
to receive the fair value for his Common Shares.
The following summary does not purport to provide a comprehensive
statement of the procedures to be followed by a dissenting shareholder who
seeks payment of the fair value of the shares held by such person. Section 185
of the OBCA requires strict adherence to the procedures established therein.
Failure to do so may result in the loss of all dissent rights. Accordingly,
each shareholder who might desire to exercise the dissent rights provided by
the OBCA should carefully consider and comply with the provisions of Section
185.
The Dissenting Shareholder of the Corporation must send to the
Corporation, no later than the termination of the Meeting, a written objection
to the Special Resolution from which he dissents (a "Dissent Notice"). The
OBCA does not provide, and the Corporation will not assume, that a vote
(whether in person or by proxy) against a Special Resolution constitutes a
Dissent Notice. The OBCA provides, in effect, that a shareholder who has
submitted a Dissent Notice and who votes in favour of the Special Resolution
will no longer be considered a Dissenting Shareholder.
Under the OBCA, there is no right of partial dissent and accordingly, a
Dissenting Shareholder may only claim with respect to all of the Common Shares
held by him on behalf of any one beneficial owner and which are registered in
the name of the Dissenting Shareholder. The Corporation is required, within
ten days after the shareholders adopt the Special Resolution referred to
herein, to notify each shareholder who has filed a Dissent Notice with respect
to the Special Resolution that the Special Resolution has been adopted, but
such notice is not required to be sent to any shareholder who voted for the
Special Resolution or who has withdrawn his Dissent Notice. A Dissenting
Shareholder must then, within 20 days after he receives notice that the Special
Resolution has been adopted, or, if he does not receive such notice, within 20
days after he learns that such Special Resolution has been adopted, send to the
Corporation a written notice (a "Payment Demand") containing his name and
address, the number of Common Shares in respect of which he dissented, and a
demand for payment of the fair value of such Common Shares. Within 30 days
thereafter, the Dissenting Shareholder must send to the Corporation or a
transfer agent of the Corporation, the certificates representing the Common
Shares in respect of which he dissented. A Dissenting
<PAGE> 16
Shareholder who fails to send the Dissent Notice, Payment Demand and the
certificates representing the Common Shares in respect of which he dissented,
forfeits his right to make a claim under Section 185 of the OBCA. The
Corporation or a transfer agent of the Corporation will endorse on share
certificates received from a Dissenting Shareholder a notice that the holder is
a Dissenting Shareholder and will forthwith return the share certificates to
the Dissenting Shareholder.
On sending a Payment Demand to the Corporation, a Dissenting Shareholder
ceases to have any rights as a shareholder, other than the right to be paid the
fair value of Common Shares as determined under Section 185 of the OBCA, except
where:
(a) the Dissenting Shareholder withdraws his Payment Demand before the
Corporation makes an offer to him as hereinafter described;
(b) the Corporation fails to make an offer as hereinafter described and
the Dissenting Shareholder withdraws his Payment Demand; or
(c) the directors of the Corporation revoke the Special Resolution from
which a Dissenting Shareholder dissents prior to the Effective Date of
the Special Resolution,
in which case his rights as a shareholder are reinstated as of the date he sent
the Payment Demand.
The Corporation is required, not later than seven days after the later of
the Effective Date of the Special Resolution from which a shareholder has
dissented or the date on which the Corporation has received the Payment Demand
of a Dissenting Shareholder, to send to each Dissenting Shareholder who sent a
Payment Demand a written offer to pay for his Common Shares an amount
considered by the Board of Directors of the Corporation to be the fair value
thereof, accompanied by a statement showing the manner in which the fair value
was determined. The Corporation must pay for the Common Shares of the
Dissenting Shareholder within ten days after an offer made as aforesaid has
been accepted by the Dissenting Shareholder, but any such offer lapses if the
Corporation does not receive an acceptance thereof within 30 days after the
offer has been made. If the Corporation fails to make an offer to pay for a
Dissenting Shareholder's Common Shares or if a Dissenting Shareholder fails to
accept an offer which has been made, the Corporation may, within 50 days after
the Effective Date of the Special Resolution from which a shareholder has
dissented or within such further period as the Ontario Court (General Division)
may allow, apply to the Court to fix the fair value for the Common Shares of
the Dissenting Shareholders. If the Corporation fails to apply to the Ontario
Court (General Division), the Dissenting Shareholder may apply to such Court
for the same purpose within a further period of 20 days or within such further
period as the Court may allow. A Dissenting Shareholder is not required to
give security for costs in such an application. If the Corporation fails to
apply to the Ontario Court (General Division) as aforesaid, then the costs of
an application by a Dissenting Shareholder as aforesaid are to be borne by the
Corporation unless the Court otherwise orders.
Upon an application to the Ontario Court (General Division), all
Dissenting Shareholders whose Common Shares have not been purchased by the
Corporation will be joined as parties and be bound by the decision of the
Court, and the Corporation will be required to notify each affected Dissenting
Shareholder of the date, place and consequences of the application and of his
right to appear and be heard in person or by counsel. Upon any such
application to the Ontario Court (General Division), the Court may determine
whether any person is a Dissenting Shareholder who should be joined as a party,
and the Court is required to fix the fair value for the Common Shares of all
Dissenting Shareholders. The final order of the Court will be rendered against
the Corporation in favour of each Dissenting Shareholder and for the amount of
the fair value of his common shares as fixed by the Court. The Court may, in
its discretion, allow a reasonable rate of interest on the amount payable to
each Dissenting Shareholder from the Effective Date of the Special Resolution
from which he dissented until the date of payment.
Dissenting Shareholders of the Corporation will not have any right under
the OBCA other than to have their Common Shares appraised and receive the fair
value thereof in accordance with the OBCA.
<PAGE> 17
SCHEDULE (e)
MATERIAL CHANGE REPORT
SECTION 75(2) OF THE SECURITIES ACT (ONTARIO)
SECTION 118(2) OF THE SECURITIES ACT (ALBERTA)
SECTION 67 OF THE SECURITIES ACT (BRITISH COLUMBIA)
SECTION 81(2) OF THE SECURITIES ACT (NOVA SCOTIA)
SECTION 73 OF THE SECURITIES ACT (QUEBEC)
SECTION 84(1) OF THE SECURITIES ACT (SASKATCHEWAN)
SECTION 76(2) OF THE SECURITIES ACT (NEWFOUNDLAND)
1. REPORTING ISSUER
Biovail Corporation
International 2488 Dunwin Drive
Mississauga, Ontario L5L 1J9
2. DATE OF MATERIAL CHANGE
November 12, 1999
3. PRESS RELEASE
The press release prescribed by section 75(1) of the Securities Act
(Ontario) was filed through SEDAR on November 12, 1999.
4. SUMMARY OF MATERIAL CHANGES
Biovail Corporation International ("Biovail") announced that the
stockholders of Fuisz Technologies Inc. ("Fuisz") had approved and
adopted the agreement and plan of merger (the "Merger Agreement")
dated as of July 25, 1999 among Biovail, Fuisz and ABCI Acquisition
Sub. Corporation (the "Purchaser"), a wholly-owned subsidiary of
Biovail. Under the terms of the Merger Agreement, each outstanding
share of Fuisz not already owned by Biovail will be converted into
the right to receive 0.1197 of a Biovail common share.
FULL DESCRIPTION OF MATERIAL CHANGE
On November 12, 1999, the stockholders of Fuisz approved and
adopted the Merger Agreement pursuant to which each outstanding
share of Fuisz not already owned by Biovail has been converted into
the right to receive 0.1197 of a Biovail common share. The merger
is effective as of November 12, 1999 and the common shares of Fuisz
ceased trading on the NASDAQ as of the close of business on
November 12, 1999. As required under the terms of the Merger
Agreement, Biovail caused the Purchaser to make an offer (the
"Offer") to purchase up to 6,585,225 of the outstanding shares of
common stock of Fuisz at a purchase price of US$7.00 per share, net
to the seller in cash. Biovail acquired 49% of the outstanding
shares of Fuisz under the Offer prior to completing the merger.
<PAGE> 18
5. RELIANCE ON SECTION 75(3) OF THE ACT
Not applicable.
6. OMITTED INFORMATION
Not applicable.
7. SENIOR OFFICERS
The senior officer of Biovail who is knowledgeable about this
material change is:
John Miszuk
Vice-President and Controller
(416) 285-6000
8. STATEMENT OF SENIOR OFFICER
The foregoing accurately discloses the material change referred to
herein.
Dated this 24th day of November, 1999.
"JOHN MISZUK"
-----------------------------
JOHN MISZUK
VICE-PRESIDENT AND CONTROLLER
2
<PAGE> 19
SCHEDULE (f)
MATERIAL CHANGE REPORT
SECTION 75(2) OF THE SECURITIES ACT (ONTARIO)
SECTION 118(2) OF THE SECURITIES ACT (ALBERTA)
SECTION 67 OF THE SECURITIES ACT (BRITISH COLUMBIA)
SECTION 81(2) OF THE SECURITIES ACT (NOVA SCOTIA)
SECTION 73 OF THE SECURITIES ACT (QUEBEC)
SECTION 84(1) OF THE SECURITIES ACT (SASKATCHEWAN)
SECTION 76(2) OF THE SECURITIES ACT (NEWFOUNDLAND)
1. REPORTING ISSUER
Biovail Corporation International
2488 Dunwin Drive
Mississauga, Ontario
L5L 1J9
2. DATE OF MATERIAL CHANGE
December 1, 1999
3. PRESS RELEASE
The press release prescribed by section 75(1) of the Securities Act
(Ontario) was filed through SEDAR on December 1, 1999.
4. SUMMARY OF MATERIAL CHANGES
Biovail Corporation International ("Biovail") announced that it
exercised its option to purchase an exclusive licence from
Intelligent Polymers Limited ("Intelligent Polymers") in respect of
a generic version of Procardia XL for a purchase price of US$25
million.
FULL DESCRIPTION OF MATERIAL CHANGE
On December 1, 1999, Biovail exercised an option to purchase from
Intelligent Polymers, an exclusive licence in respect of a generic
version of Procardia XL. The exercise price for this option was
US$25 million. Biovail has been developing Procardia XL on behalf
of Intelligent Polymers and has filed an Abbreviated New Drug
Application with the US Food and Drug Administration covering
multiple dosage strengths of Procardia XL.
Biovail owns all of the special shares of Intelligent Polymers
which allows Biovail, at any time prior to October 2002, to buy all
of the common shares of Intelligent Polymers from the public with
cash, shares of Biovail or a combination of both. Under an
agreement with Intelligent Polymers, Biovail agreed to develop
certain branded products on behalf of Intelligent Polymers in
addition to a generic version
<PAGE> 20
of Procardia XL. Biovail performs all of Intelligent Polymers=
research and other activities.
5. RELIANCE ON SECTION 75(3) OF THE ACT
Not applicable.
6. OMITTED INFORMATION
Not applicable.
7. SENIOR OFFICERS
The senior officer of Biovail who is knowledgeable about this
material change is:
John Miszuk
Vice-President and Controller
(416) 285-6000
8. STATEMENT OF SENIOR OFFICER
The foregoing accurately discloses the material change referred to
herein.
Dated this 3rd day of December, 1999.
JOHN MISZUK
--------------------------------
JOHN MISZUK
VICE-PRESIDENT AND CONTROLLER
2
