SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------
SCHEDULE 13E-3
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: ______________
<PAGE>
Introduction.
------------
This Schedule 13E-3 Transaction Statement (the "Statement") relates to
the exercise by Biovail Corporation, an Ontario corporation ("Biovail"), of its
option to purchase all issued and outstanding shares of Common Stock of
Intelligent Polymers Limited, par value $0.01, a Bermuda corporation
("Intelligent Polymers"). The filing of this Statement does not constitute
exercising of the option described above. Exercise of such option must be done
pursuant to the Bye-laws of Intelligent Polymers.
This Statement is being filed by Biovail. Notwithstanding this
Statement, Biovail does not believe that the transaction reported herein 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 Shareholders 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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<TABLE>
<CAPTION>
Units High Low
----- ---- ---
<S> <C> <C>
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
</TABLE>
(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:
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Biovail Corporation
2488 Dunwin Drive
Mississauga, Ontario
Canada L5L 1J9
(415) 285-6000
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
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<PAGE>
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
our 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 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 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
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<PAGE>
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, 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.
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<PAGE>
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.
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.
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<PAGE>
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") will 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 receipt 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 is 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. Biovail
believes that it is in the best interest of Biovail and Biovail's
stockholders to exercise the Purchase Option at this time.
In accordance with the terms of the Bye-Laws, Shareholders do not need
to take any steps to approve the purchase. 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
reported herein (the "Transaction") would cause each Shareholder to
dispose of his or her Common Shares for the Purchase Option
Consideration.
Biovail expects to 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.
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<PAGE>
(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) (1) 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 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.
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(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 after the Closing Date.
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 after the Closing Date.
Subsequent to the Closing Date, Intelligent Polymers would be
wholly-owned by Biovail. Biovail anticipates de-listing Intelligent
Polymers from the AMEX and suspending its reporting requirements with
the Securities and Exchange Commission by filing a Form 15. Biovail
intends to replace Intelligent Polymers' officers and Board of
Directors with Biovail employees.
Item 7. Purposes, Alternatives, Reasons and Effects of the Transaction
(a) The purpose of the Transaction is 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. Biovail
believes that it is in the best interest of Biovail and Biovail's
stockholders to exercise the Purchase Option at this time.
(b) As Biovail is exercising certain previously granted rights, no other
options were considered.
(c) The Transaction is 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 because Biovail believes that
exercise at this time is in the best interest of its shareholders.
Additionally, Biovail wishes to 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 de-listing Intelligent
Polymers from the AMEX and suspending its reporting requirements with
the Securities and Exchange Commission by filing 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
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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") of Biovail's exercise of
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, 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 will
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
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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.
(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.
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(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
-------
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:
<TABLE>
<CAPTION>
Direct Indirect
Name Position Ownership Ownership
---- -------- --------- ---------
<S> <C> <C> <C>
Eugene Melnyk Chairman of the Board and 17,500 20,000(1)
Director
Roger Rowan Director 16,500
Wilfred Bistrow Director - 10,000(1)
</TABLE>
(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.
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(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.
Item 16. Exhibits
5 Notice to Stockholders of Intelligent Polymers
99.1 Financial Statements for the year ended June 30, 19991
99.2 Financial Statements for the year ended June 30, 19982
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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 withthe 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.
August 31, 2000
BIOVAIL CORPORATION
By: /s/ Kenneth C. Cancellara
-------------------------
Kenneth C. Cancellara
Senior Vice President and
General Counsel
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