SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHDULE 13E-3/A
Amendment No. 1
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
INTELLIGENT POLYMERS LIMITED
(Name of the Issuer)
BIOVAIL CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01
(Title of Class of Securities)
G48029105
(CUSIP Number of Class of Securities)
Kenneth C. Cancellara, Q.C.
2488 Dunwin Drive, Mississauga, Ontario, Canada L5L 1J9
(416) 285-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
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) / / A tender offer.
(d) /X/ None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: / /
Check the following box if the filing is a final amendment reporting the results
of the transaction: / /
Calculation of Filing Fee
Transaction Valuation(1): $145,986,750 Amount of Filing Fee(2): $29,198
(1) For purposes of calculating the filing fee only. This calculation is
based upon the purchase price of $39.06 per share for all issued and
outstanding shares of Common Stock, par value $0.01, of Intelligent
Polymers Limited to be acquired pursuant to this transaction.
(2) The amount of the filing fee, calculated in accordance with Section 13 of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the aggregate value of cash to be paid by Biovail Corporation
for all the issued and outstanding shares of Common Stock, par value
$0.01, of Intelligent Polymers Limited.
Check 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: ______________ Filing Party: ______________
Form or Registration No.: ______________ Date Filed: ______________
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Introduction.
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This Amendment No. 1 to Schedule 13E-3 Transaction Statement (the
"Statement") relates to the potential exercise by Biovail Corporation, an
Ontario corporation ("Biovail"), of its option to purchase all issued and
outstanding shares of Common Stock, par value $0.01, of Intelligent Polymers
Limited, a Bermuda corporation ("Intelligent Polymers"). The filing of this
Statement does not constitute exercise of the option described above. Exercise
of such option must be done pursuant to the Bye-laws of Intelligent Polymers.
The Statement is being filed by Biovail. Notwithstanding this Statement,
Biovail does not believe that the transaction reported herein (the
"Transaction") is subject to Rule 13e-3 under the Securities Exchange Act of
1934, as amended.
Item 1. Summary Term Sheet
The information set forth in the Notice to Stockholders under the caption
"Summary Term Sheet" is incorporated herein by reference.
Item 2. Subject Company Information
(a) The issuer of the class of equity security which is the subject of this
filing and the address of its principal executive offices is:
Intelligent Polymers Limited
c/o Conyers Dill & Pearman
Clarendon House
2 Church Street
Hamilton HM 11, Bermuda
(b) The exact title of the class of security which is the subject of this
filing is Common Stock, par value $0.01, of Intelligent Polymers
Limited (the "Common Shares"). The number of Common Shares outstanding
as of August 30, 2000, the most recent practicable date, is 3,737,500.
The approximate number of holders of record of the Common Shares as of
August 1, 2000, the most recent practicable date, is 521.
(c) Until September 30, 1999 (the "Separation Date"), the Common Shares
were part of a Unit (the "Units") consisting of one Common Share and
one warrant to purchase common shares of Biovail. The Units were traded
on the American Stock Exchange (the "AMEX") under the symbol IXP.u. On
the Separation Date, the Units separated into the two underlying
securities. The IPL Common Shares now trade on the AMEX under the
symbol IXP, and the Biovail Warrants now trade on the New York Stock
Exchange under the symbol BVFw. The following table sets forth the high
and low prices on the AMEX for the Units until the Separation Date and
for the Common Shares after the Separation Date, as reported by the
AMEX.
On September 30, 1999 the closing price of the Units was $46.50.
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High Low
Units
Fiscal 1998:
2nd Quarter............................... $22.18 $17.75
3rd Quarter............................... 31.38 20.75
4th Quarter............................... 30.38 19.75
Fiscal 1999:
-----------
1st Quarter............................... 23.13 16.63
2nd Quarter............................... 28.00 16.50
3rd Quarter............................... 30.88 25.63
4th Quarter............................... 41.88 28.00
Fiscal 2000:
-----------
1st Quarter............................... 53.13 42.25
Common Shares
2nd Quarter (1)........................... 33.50 30.00
3rd Quarter............................... 34.625 31.50
4th Quarter............................... 37.50 34.00
(1) The Units separated in 2nd Quarter Fiscal 2000.
On August 30, 2000 the Common Shares closed at $37.625.
(d) Intelligent Polymers has not paid any dividends on the Common Shares in the
past two years.
Pursuant to Section 3.9(E) of the Bye-Laws of Intelligent Polymers (the
"Bye-Laws"), until the expiration date of the Purchase Option (as defined
below), no resolution or act of Intelligent Polymers to authorize or permit
the declaration or payment of dividends or the making of another
distribution to shareholders will be effective without the prior written
approval of the holders of a majority of the Special Shares (as defined
below).
(e) Not applicable.
(f) Not applicable.
Item 3. Identity and Background of Filing Person
(a) This filing is being made by Biovail. Biovail's business address and
telephone number are:
Biovail Corporation
2488 Dunwin Drive
Mississauga, Ontario
Canada L5L 1J9
(415) 285-6000
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Biovail is the holder of all the issued and outstanding special shares (the
"Special Shares"), par value $1.00 per share, of Intelligent Polymers. The
Special Shares confer on Biovail certain limited rights, including the
right to appoint one director to the Board of Directors of Intelligent
Polymers and the right to purchase all, but not less than all, of the
outstanding Common Shares of Intelligent Polymers at the time such right is
exercised (the "Purchase Option"). The Special Shares do not entitle
Biovail to vote at any meeting of holders of Common Shares ("Shareholders")
and do not entitle Biovail to receive any dividend or any other
distribution, or any right or interest in the profits of assets of
Intelligent Polymers.
Pursuant to the Bye-Laws, until the expiration of the Purchase Option, no
resolution or act of Intelligent Polymers to authorize or permit any of the
following will be effective without the prior written approval of the
holder of the majority of the Special Shares: (i) the allotment or issue of
shares or other securities of Intelligent Polymers or the creation of any
right to such allotment or issue; (ii) the reduction of Intelligent
Polymers' authorized share capital; (iii) outstanding borrowings by
Intelligent Polymers in excess of an aggregate of $1.0 million; (iv) the
sale or other disposition of, or the creation of any lien or liens on, the
whole or a part of Intelligent Polymers' undertaking or assets; (v) the
declaration or payment of dividends or the making of any other
distributions to shareholders; (vi) the amalgamation of Intelligent
Polymers; and (vii) any alteration of the Purchase Option. Biovail, as the
holder of a majority of the outstanding Special Shares, could preclude the
holders of a majority of the outstanding Common Shares and the Board of
Directors of Intelligent Polymers from taking any of the forgoing actions
during such period.
(b) Biovail is an international, fully-integrated pharmaceutical company that
specializes in the development, manufacture, marketing and licensing of
drugs utilizing advanced controlled-release, rapid dissolve, enhanced
absorption and taste masking technologies.
During the past five years Biovail has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). During
the past five years Biovail has not been a party to any judicial or
administrative proceeding (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order
enjoining further violations of, or prohibiting activities, subject to,
federal or state securities laws or finding any violation of such laws.
(c) Information Regarding Biovail's Officers and Directors
Eugene N. Melnyk
Chelston Park Building 2
Colleymore Rock
St. Michael BH1
Barbados, West Indies
Mr. Melnyk has been the Chairman of the Board and a Director since March
29, 1994, the effective date of the amalgamation (the "Amalgamation") of
Biovail's predecessor entities, Biovail Corporation International ("BCI") and
Trimel Corporation ("Trimel"). Prior to that time, he had been the Chairman of
the Board of BCI since October 1991 and was instrumental in acquiring, financing
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and organizing the companies or businesses that comprised BCI. Mr. Melnyk also
founded Trimel and served as its President and Chief Executive Officer from 1983
through July 1991. Mr. Melnyk is Chairman of the Board of Directors of
Intelligent Polymers. Mr. Melnyk is a citizen of Canada.
Bruce D. Brydon
2488 Dunwin Drive
Mississauga, Ontario
Canada, L5L 1J9
Mr. Brydon has been the Chief Executive Officer since November 1997. He
joined Biovail as the Chief Executive Officer and President in January 1995 and
has been a Director since May 1995. Prior to that time and since 1990 he had
been President, Managing Director and Chairman of the Board of the Canadian
Operations of Boehringer Mannheim. In the late 1980s, Mr. Brydon served as
President and CEO of Beiersdorf Canada. Mr. Brydon is a citizen of Canada.
Robert A. Podruzny
2488 Dunwin Drive
Mississauga, Ontario
Canada, L5L 1J9
Mr. Podruzny has been the President and Chief Operating Officer since
November 1997. He joined Biovail as Vice President, Finance and Chief Financial
Officer in January 1996. Mr. Podruzny is a Director of Biovail. He came to
Biovail from Browning-Ferris Industries Ltd. where he served as the Chief
Financial Officer and as a Director of the Canadian operations from 1993 to
1995. From 1987 to 1992, Mr. Podruzny served as General Manager of the U.S.
Health Promotion Division of MDS Health Group, a Toronto-based medical services
company. Mr. Podruzny is a citizen of Canada.
Kenneth C. Cancellara, Q.C.
2488 Dunwin Drive
Mississauga, Ontario
Canada, L5L 1J9
Mr. Cancellara joined Biovail as Senior Vice President and General Counsel
in March 1996, was appointed Secretary in April 1996, and has been a Director
since May 1995. Prior to that time, Mr. Cancellara was a partner with the law
firm of Cassels, Brock and Blackwell since 1980 where he held many positions,
including Chairman of the Executive Committee and managing partner. Mr.
Cancellara is a citizen of Canada.
Rolf K. Reininghaus
2488 Dunwin Drive
Mississauga, Ontario
Canada, L5L 1J9
Mr. Reininghaus has been a Senior Vice President and a Director since the
Amalgamation and has been President of Crystaal since November 1997. Prior to
that time, he had been the President,
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Chief Operating Officer and a Director of BCI since October 1991 and Executive
Vice President and a Director of Trimel or its affiliates since November 1987.
Prior to his employment by Trimel, Mr. Reininghaus was the Marketing Manager of
the Canadian operations of Miles Pharmaceuticals, a division of Bayer AG. Mr.
Reininghaus is a citizen of Canada.
Brian H. Crombie
2488 Dunwin Drive
Mississauga, Ontario
Canada, L5L 1J9
Mr. Crombie joined Biovail as Senior Vice President, and Chief Financial
Officer in May 2000. Mr. Crombie came to Biovail from The Jim Pattison Group,
one of Canada's largest private holding companies where he served as Managing
Director Corporate Finance from 1998 to 2000 where he was responsible for
corporate development and treasury. Prior to that time, he spent 7 years in
finance and general management positions with The Molson Companies most recently
as SVP Corporate Finance and Treasurer responsible for planning, accounting and
control, corporate development, treasury and investor relations. Mr. Crombie is
a graduate of The Harvard School of Business where he received his Masters in
Business Administration. Mr. Crombie is a citizen of Canada.
Kenneth S. Albert, Ph.D.
3701 Concorde Parkway
Chantilly, VA 20151
Dr. Albert joined Biovail as Vice President, Chief Scientific Officer in
January 1999. Dr. Albert came to Biovail from Schein Pharmaceutical Inc., where
he had been the Vice President, Research and Development from 1995 to 1998.
Prior to his tenure at Schein, Dr. Albert was Corporate Director, Research and
Development at Forest from 1988 to 1995 and prior to that time he spent 14 years
in senior Research and Development positions at the Upjohn Company and Merck,
Sharp and Dohme. Dr. Albert is a citizen of the United States.
Wilfred G. Bistrow
467 Mountsberg Rd
RR#2
Campbellville, ONT
Canada, LOP IRO
Mr. Bristow has been a Director since the Amalgamation. Prior to that time,
he was a Director of BCI since January 1993. Mr. Bristow is and has been a
senior investment advisor at Nesbitt Burns Inc., a Canadian investment banking
firm, since December 1991. From September 1975 to December 1991, he served as
vice president and director of Richardson Greenshields of Canada, an investment
banking firm. Mr. Bristow is a citizen of Canada.
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Paul W. Haddy
68 Durants
"Daydreams Christ Church" Building
Barbados, West Indies
Mr. Haddy was elected to the Board of Directors in June 2000. Mr. Haddy has
been Chairman and Chief Executive Officer of London Life Bank and Trust Company
since 1991. Mr. Haddy is a citizen of Canada.
Roger Rowan
53 Buckingham Avenue
Toronto, ONT
Canada M4N 1R3
Mr. Rowan was elected to the Board of Directors in June 1997. Mr. Rowan has
been President and Chief Operating Officer of Watt Charmichael Inc., a private
investment firm, since May 1994. Prior thereto, Mr. Rowan was the Executive Vice
President and Chief Operating Officer of Watt Charmichael Inc. since 1991. Mr.
Rowan is a citizen of Canada.
Robert Vujea
1030 Carpenter Ave.
Grand Rapids, Michigan 49504-3727
Mr. Vujea was elected to the Board of Directors in June 1997. Mr. Vujea has
been President of R & D Chemical Corporation, a chemical manufacturer and
distributor, since 1974. Prior thereto, Mr. Vujea has held senior management
positions within a number of companies including American Greeting Card
Corporation, Cole National Corporation and Diverco Incorporated. Mr. Vujea is a
citizen of the United States.
During the past five years, none of the foregoing individuals has been
convicted in a criminal proceeding and has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree, or final order enjoining further violations of,
or prohibiting activities, subject to, federal or state securities laws or
finding any violation of such laws.
Item 4. Terms of Transaction
(a) In order for Biovail to purchase the Common Shares pursuant to the Purchase
Option prior to October 1, 2000, it must exercise the Purchase Option by
delivering an exercise notice to the Board of Directors of Intelligent
Polymers. The terms of the Purchase Option are set forth in the Bye-Laws.
Pursuant to the Bye-Laws, if the Common Shares are acquired for cash
pursuant to the Purchase Option before October 1, 2000, the cash purchase
price (the "Purchase Option Consideration") would be $39.06 per share. The
closing date of the purchase (the "Closing Date") would be September 29,
2000, and the Purchase Option Consideration would be deposited with
ChaseMellon Shareholder Services LLC, as payment agent (the "Payment
Agent"), on or prior to the Closing Date. Promptly following the Closing
Date, and upon re-
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ceipt of stock certificates for the Common Shares, as instructed by the
Payment Agent, the Payment Agent would distribute the Purchase Option
Consideration to each person or entity who was a holder of the Common
Shares at the close of business on the Closing Date.
The purpose of the Transaction would be to acquire the rights to all
products and product candidates developed or under development by Biovail
and Intelligent Polymers pursuant to the Development Contract dated
September 30, 1997 between Biovail and Intelligent Polymers.
In accordance with the terms of the Bye-Laws, Shareholders would not need
to take any steps to approve the purchase upon Biovail's exercise of the
Purchase Option. Title to the Common Shares would automatically vest in
Biovail on the Closing Date and the Purchase Option Consideration would be
paid to Shareholders, upon tender of the stock certificates directly or
through their brokers, in accordance with their respective interests.
Subsequent to the purchase of the Common Shares, Intelligent Polymers would
become a wholly-owned subsidiary of Biovail. The Transaction would cause
each Shareholder to dispose of his or her Common Shares for the Purchase
Option Consideration.
Biovail expects it would follow purchasing accounting for the Transaction.
The federal income tax consequences of the Transaction are discussed in
paragraph (d) of Item 7 of the Statement and such discussion is
incorporated herein by reference.
(b) Not Applicable
(c) The terms of the Transaction would be the same for all Shareholders.
(d) Appraisal rights are not afforded under either applicable law or the
Bye-Laws to Shareholders in respect of the exercise of the Purchase Option
and none would be afforded by either Biovail or Intelligent Polymers.
Biovail is not aware of any rights available to objecting Shareholders
under applicable law.
(e) Biovail is unaware, after making reasonable inquiry of management of
Intelligent Polymers, of any grant of access to unaffiliated security
holders to the corporate files of either Biovail or Intelligent Polymers or
the appointment of counsel or appraisal services for unaffiliated security
holders at the expense of either Biovail or Intelligent Polymers.
(f) Not Applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements
(a) The nature and approximate amount in dollars of any transaction which has
occurred since the commencement of Intelligent Polymers' second full fiscal
year preceding the date of the Statement between Biovail and Intelligent
Polymers are as follows:
(i) Since the commencement of Intelligent Polymers' second full fiscal
year preceding the date of the Statement, Intelligent Polymers paid
approximately $46.3 million to Biovail
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pursuant to a development and license agreement (the "Development
Contract") between Biovail and Intelligent Polymers dated September
30, 1997 whereby Biovail has agreed to use diligent efforts to conduct
toxicity, formulation, development and clinical studies for, and
pursue U.S. regulatory approval of, Intelligent Polymers' products, as
defined and as added to and modified by mutual agreement.
(ii) Since the commencement of Intelligent Polymers' second full fiscal
year preceding the date of the Statement, Intelligent Polymers paid
approximately $400,000 to Biovail pursuant to a services agreement
(the "Services Agreement") between Biovail and Intelligent Polymers
dated September 30, 1997, whereby Biovail has agreed to provide
management and administrative services to Intelligent Polymers for a
quarterly fee of $100,000.
(iii) Pursuant to the Development Contract and subject to the Biovail
Option (defined below), Biovail granted Intelligent Polymers a license
(the "License") to manufacture or obtain manufacturing for (subject to
an exclusive manufacturing period granted to Biovail, a right of first
refusal and a right of approval), sell and otherwise market and
sublicense other to market, through the world, (other than Canada),
products developed under the Development Contract or, as to products
for which Intelligent Polymers and Biovail fail to reach agreement as
to necessary additional funding, under other arrangement.
(iv) In December 1999, Biovail paid Intelligent Polymers $25.0 million to
acquire a generic version of Procardia XL (the "Additional Product")
developed by Biovail on behalf of Intelligent Polymers. This
acquisition was pursuant to an exercise of the Biovail Option granted
under the Contract Agreement. The Biovail Option grants Biovail a
right to purchase the Additional Product for a price of either a one
time cash fee of $25 million or base royalties equal to 10% of the net
sales of such product.
(b) Not applicable.
(c) Not applicable.
(d) While Biovail has no commitment or definitive plans, Biovail may explore
possibilities of restructuring the capitalization of, selling some of its
equity interest in, reorganizing or restructuring Intelligent Polymers.
Item 6. Purpose of the Transaction and Plans or Proposals
(a) Not applicable.
(b)-(c) While Biovail has no committment or definitive plans, Biovail may
explore possibilities of restructuring the capitalization of, selling some
of its equity interest in, reorganizing or restructuring Intelligent
Polymers.
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Subsequent to the Closing Date, Intelligent Polymers would be wholly-owned
by Biovail. Biovail anticipates that Intelligent Polymers would be delisted
from the AMEX and its reporting requirements with the Securities and
Exchange Commission would be suspended through the filing of a Form 15.
Item 7. Purposes, Alternatives, Reasons and Effects of the Transaction
(a) The purpose of the Transaction would be to acquire the rights to all
products and product candidates developed or under development by Biovail
and Intelligent Polymers pursuant to the Development Contract dated
September 30, 1997 between Biovail and Intelligent Polymers.
(b) As Biovail would be exercising certain previously granted rights, no other
options were considered.
(c) The Transaction would be structured pursuant to the terms of the previously
granted Purchase Option as set forth in the Bye-Laws. The Purchase Option
would be exercised at this time based on Biovail's belief that exercise at
this time is in the best interest of its shareholders. Additionally,
Biovail would avoid a 25% increase in the Purchase option price which
occurs after September 30, 2000.
(d) Subsequent to the Closing Date, Intelligent Polymers would be wholly-owned
by Biovail. Biovail anticipates that Intelligent Polymers would be delisted
from the AMEX and its reporting requirements with the Securities and
Exchange Commission suspended through the filing of a Form 15.
(e) The Transaction would cause each Shareholder to dispose of his or her
Common Shares for the Purchase Option Consideration. This consideration is
the amount specified in the Bye-Laws.
(f) Certain Material U.S. Federal Income Tax Consequences
The following discussion is a summary of certain material U.S. federal
income tax consequences to "U.S. Shareholders" (generally a U.S. citizen or
resident, a corporation under U.S. law or a trust or estate that is
considered a "United States person") if Biovail exercises the Purchase
Option. This discussion is based upon laws, regulations, rulings and
decisions currently in effect, all of which are subject to change,
retroactively or prospectively.
This discussion does not apply to persons other than U.S. Shareholders and
may not apply to certain categories of U.S. Shareholders subject to special
treatment under the Internal Revenue Code of 1986, as amended (the "Code"),
such as passthrough entities, dealers or traders in securities or
currencies, banks, insurance companies, U.S. Shareholders that do not hold
the Common Shares as capital assets, persons whose "functional currency" is
not the U.S. dollar, tax-exempt entities, and persons that hold Common
Shares as a position in a straddle or as part of a "hedging", "integrated",
"constructive sale" or "conversion" transaction. Moreover,
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the discussion summarizes only federal income tax consequences and does not
address any state, local or other tax consequences.
SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE
SPECIFIC TAX CONSEQUENCES OF THE TRANSACTION TO THEM.
Upon Biovail's exercise of the Purchase Option, a U.S. Shareholder would
recognize a capital gain or loss on each Common Share disposed of equal to
the difference between the amount of (a) the cash received for the Common
Share and (b) his basis in the Common Share. Gain or loss upon the
disposition of a Common Share generally should be long-term if the Common
Share has been held for more than one year at the time of the exercise of
the Purchase Option.
To the extent that a U.S. Shareholder has not provided an appropriate
taxpayer identification number on IRS Form W-9 or a substitute therefor,
such U.S. Shareholder may be subject to backup withholding by Biovail.
Item 8. Fairness of the Transaction
(a) Biovail reasonably believes that the Transaction would be fair to
Shareholders.
(b) The material factors upon which the belief stated in Item 8(a) is based is
set forth below.
The Purchase Option was a feature of the Common Shares from the time of
Intelligent Polymers' inception. The Purchase Option and the Purchase
Option Consideration were set forth in the Bye-Laws and described in the
prospectus dated October 10, 1997, distributed in connection with the
initial public offering of the Common Shares (the "Prospectus"). Both the
Bye-Laws and the Prospectus were publicly filed with the Securities and
Exchange Commission. Pursuant to the Bye-Laws, the stock certificates for
the Common Shares were legended to put the holders thereof on further
notice about the Purchase Option. Intelligent Polymers' Annual Reports on
Form 20-F have described the Purchase Option and the Purchase Option
Consideration. As a result of the foregoing, Biovail believes that
Shareholders received adequate notice as to the terms of the Purchase
Option prior to making any investment decision with respect to the Common
Shares.
(c) The exercise of the Purchase Option and consummation of the Transaction do
not require the approval of Shareholders.
(d) After making reasonable inquiry of management of Intelligent Polymers,
Biovail believes that no directors of Intelligent Polymers have retained an
unaffiliated representative to act solely on behalf of any Shareholders, as
no action is required by Shareholders to effect the Purchase Option.
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(e) The exercise of the Purchase Option and the consummation of the Transaction
do not require the approval of Board of Directors of Intelligent Polymers.
(f) Not applicable.
Item 9. Reports, Opinions, Appraisals and Negotiations
(a) Neither Biovail nor, to the best of Biovail's knowledge after reasonable
inquiry of management of Intelligent Polymers, Intelligent Polymers, has
received any report, opinion (other than an opinion of counsel) or
appraisal from an outside party which is materially related to the
Transaction.
(b) Not applicable.
(c) Not applicable.
Item 10. Source and Amount of Funds
(a) The total consideration to be paid by Biovail for the purchase of the
Common Shares pursuant to the Transaction would be, in the aggregate,
$145,986,750. The source of these funds would be Biovail's cash.
(b) Biovail has no alternative financing arrangements or plans to those
discussed above in paragraph (a) of this item.
(c) The following table sets forth an estimate (except for the filing fee) of
expenses for the Transaction
Filing fee............................ $ 29,198
Accounting fees and expenses.......... 50,000
Legal fees and expenses............... 250,000
Printing expenses..................... 75,000
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Total............... 404,198
The expenses set forth in the table above will be paid by Biovail.
(d) Not Applicable.
Item 11. Interest in Securities of Intelligent Polymers
(a) As of August 30, 2000, no Common Shares are beneficially owned by Biovail,
by any pension, profit sharing or similar plan of Biovail or, to Biovail's
knowledge after reasonable inquiry of management of Intelligent Polymers,
by Intelligent Polymers, by each executive officer and director of either
Biovail, Intelligent Polymers, any person controlling either Biovail or
Intelligent Polymers or any executive officer of any corporation ultimately
in control of either Biovail or Intelligent Polymers, or by any associate
or majority owned subsidiary of either Biovail or Intelligent Polymers
except as set out on the following table:
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Direct Indirect
Name Position Ownership Ownership
Eugene Melnyk Chairman of the Board and 17,500 20,000(1)
Director
Roger Rowan Director 16,500
Wilfred Bistrow Director - 10,000(1)
(1) owned by spouse
(b) Not applicable.
Item 12. The Solicitation of Recommendation
(d) Not applicable.
(e) Not applicable.
Item 13. Financial Statements
(a) (1) Intelligent Polymers' financial data is attached (by incorporation by
reference) to this statement as Exhibits 99.1 and 99.2.
(2) Intelligent Polymers is not required to file quarterly reports.
(3) Intelligent Polymers has no material fixed charges for the two most
recent fiscal years and the appropriate interim period.
(4) Intelligent Polymers' book value per share as of June 30, 1999 was
$6.31.
(b) Biovail does not believe the pro forma disclosure required by this Item
13(b) is applicable because Intelligent Polymers would terminate upon
giving effect to the Transaction.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used
(a) Not Applicable.
(b) Pursuant to the Bye-Laws, the Board of Intelligent Polymers must provide
notice to Shareholders prior to the Closing Date.
Item 15. Other Material Information
Not applicable.
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Item 16. Exhibits
5.1 Notice to Stockholders of Intelligent Polymers
99.1 Financial Statements for the year ended June 30, 1999(1)
99.2 Financial Statements for the year ended June 30, 1998(2)
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1 Incorporated by reference to Intelligent Polymers' Annual Report on Form
20-F for the year ended June 30, 1999, filed with the SEC on December 30,
1999.
2 Incorporated by reference to Intelligent Polymers' Transition Report on
Form 20-F for the year ended June 30, 1998, filed with the SEC on December
31, 1998.
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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.
September 6, 2000
BIOVAIL CORPORATION
By: /s/ Kenneth C. Cancellara
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Kenneth C. Cancellara
Senior Vice President and
General Counsel
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