SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-3/A
Amendment No. 5
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,
IPL ACQUIRECO 2000 LTD.,
IPL HOLDCO 2000 LTD.
and
ANDREW P. GASPAR
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01
(Title of Class of Securities)
G48029105
(CUSIP Number of Class of Securities)
On behalf of Biovail Corporation:
Kenneth C. Cancellara, Q.C.
2488 Dunwin Drive, Mississauga, Ontario, Canada L5L 1J9
(416) 285-6000
On behalf of IPL Acquireco 2000 Ltd.,
IPL Holdco 2000 Ltd. and Andrew P. Gaspar:
Andrew P. Gaspar
42 Hoover Drive, Thornhill, Ontario, Canada L3T 5M7
(905) 764-9145
(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: /X/
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. The filing fee was paid in connection with
the filing of the Schedule 13e-3 Transaction Statement filed with the
Securities and Exchange Commission on August 31, 2000.
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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.
This Amendment No. 5 to Schedule 13E-3 Transaction Statement (the
"Statement") relates to the exercise by IPL Acquireco 2000 Ltd., a British
Virgin Islands corporation ("Acquireco"), of an option to purchase all issued
and outstanding shares of common stock, par value $0.01, of Intelligent Polymers
Limited, a Bermuda corporation ("Intelligent Polymers").
Biovail Corporation, an Ontario corporation ("Biovail"), through a
wholly-owned subsidiary, is the holder of certain shares of Acquireco. Biovail
may, in the future, exercise certain rights granted to it as a shareholder of
Acquireco to cause Acquireco to become a wholly-owned subsidiary of Biovail.
IPL Holdco 2000 Ltd., an Ontario corporation ("Holdco"), is the holder of
all the voting common shares of Acquireco.
Andrew P. Gaspar is the sole shareholder of Holdco.
The Statement is being filed on behalf of Biovail, Acquireco, Holdco and
Andrew P. Gaspar (the "Filers"). Notwithstanding this Statement, the Filers do
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 4 Terms of Transaction
(a) On September 29, 2000 (the "Closing Date"), Acquireco consummated the
purchase of all the issued and outstanding common stock of Intelligent Polymers
("Common Shares"), pursuant to the exercise of its option to purchase the Common
Shares, as holder of a majority of the Special Shares of Intelligent Polymers
(the "Purchase Option"). The consideration paid for the Common Shares was $39.06
per share, paid in cash (the "Purchase Option Consideration"). The Purchase
Option Consideration was deposited with ChaseMellon Shareholder Services,
L.L.C., as payment agent (the "Payment Agent") prior to the close of business on
the Closing Date. As a result of the foregoing, Acquireco now owns all the
Common Shares and Intelligent Polymers is a wholly-owned subsidiary of
Acquireco. Concurrently with this filing, Intelligent Polymers is filing a Form
15 with the Securities and Exchange Commission suspending its reporting
requirements and has caused the Common Shares to be delisted from the American
Stock Exchange.
1
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Item 16. Exhibits
1.1 Notice to Stockholders of Intelligent Polymers Limited(1)
1.2 Letter between Biovail Corporation and Messrs. George Vesely, David Roffey,
Thomas Higgins and Joseph Shier, dated September 25, 2000(2)
1.3 Director's Notice from Board of Directors of Intelligent Polymers Limited
to holders of common shares of Intelligent Polymers Limited, dated
September 25, 2000(3)
1.4 Master Agreement, dated September 28, 2000, between IPL Acquireco 2000
Ltd., Biovail Laboratories Inc., Biovail Corporation, Intelligent Polymers
Limited, IPL Holdco 2000 Ltd. and the Investor Group (as defined therein).
1.5 Promissory Note, dated September 28, 2000
1.6 Promissory Note, dated September 28, 2000
1.7 Promissory Note, dated September 28, 2000
1.8 Promissory Note, dated September 28, 2000
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1 Previously filed.
2 Previously filed.
3 Previously filed.
2
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99.1 Financial Statements for the year ended June 30, 1999(4)
99.2 Financial Statements for the year ended June 30, 1998(5)
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4 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.
5 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 the knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
October 2, 2000
BIOVAIL CORPORATION
By: /s/ Brian Crombie
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Name: Brian Crombie
Title: Senior Vice President & Chief
Financial Officer
IPL ACQUIRECO 2000 LTD.
By: /s/ Andrew P. Gaspar
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Name: Andrew P. Gaspar
Title: President
IPL HOLDCO 2000 LTD.
By: /s/ Andrew P. Gaspar
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Name: Andrew P. Gaspar
Title: President
ANDREW P. GASPAR
/s/ Andrew P. Gaspar
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Name: Andrew P. Gaspar
