==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
---------------
AMENDMENT NO. 9
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
Syntex Corporation
(Name of Subject Company)
Roche Capital Corporation
(Bidder)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
87161610
(CUSIP Number of Class of Securities)
Dr. Felix Amrein
c/o Roche Holding Ltd
Grenzacherstrasse 124
CH-4002 Basel
Switzerland
Telephone: (41) (61) 688-1111
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
---------------
Copies to:
Peter R. Douglas
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
May 6, 1994
---------------
Date Tender Offer First Published, Sent or Given to Security Holders
==============================================================================
CUSIP No. 871 616 10
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roche Capital Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2 (e) OR 2 (f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Panama
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
N/A
10 TYPE OF REPORTING PERSON*
CO
This Amendment No. 9 amends and supplements the Tender Offer Statement
on Schedule 14D-1 (the "Statement") dated May 6, 1994 filed by Roche Capital
Corporation, a Panama corporation (the "Bidder") and a wholly owned subsidiary
of Sapac Corporation Limited, a non-resident Canadian corporation ("Holding"),
which, in turn, is a wholly owned subsidiary of Roche Holding Ltd, a
Switzerland corporation ("Parent"), as amended by Amendments Nos. 1, 2, 3, 4,
5, 6, 7 and 8 relating to the Bidder's offer to purchase all outstanding
shares of Common Stock, $1.00 par value (the "Shares") of Syntex Corporation
(the "Company"), at $24.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase and the
related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)
and (a)(2) to the Statement (which are herein referred to as the "Offer").
Capitalized terms not separately defined herein shall have the meanings
specified in the Statement.
Item 10. Additional Information.
(c) On August 24, 1994, the Bidder and the Company issued the joint
press release attached hereto as Exhibit (a)(11). The information set forth
in the press release is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(11) Joint Press Release, dated August 24, 1994.
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.
ROCHE CAPITAL CORPORATION
By: DR. HENRI B. MEIER
Dr. Henri B. Meier
Vice-President
Dated: August 24, 1994
FOR IMMEDIATE RELEASE
ROCHE HOLDING LTD EXTENDS TENDER OFFER FOR SYNTEX CORPORATION
BASEL, SWITZERLAND AND PALO ALTO, CALIFORNIA -- August 24, 1994 -- Roche
Holding Ltd and Syntex Corporation (NYSE: SYN) announced today that Roche
Capital Corporation is extending its offer to purchase all outstanding shares
of common stock of Syntex for $24.00 in cash until Wednesday, August 31, 1994.
As previously announced, the U.S. Federal Trade Commission has been conducting
an investigation in connection with Roche's ongoing tender offer. The tender
offer is being extended to permit resolution of that investigation. Roche
expects that the investigation will be resolved by August 31, 1994. There can
be no assurance, however, that a further extension of the tender offer will
not be necessary. It is anticipated that any further extensions of the tender
offer which may be necessary will also be for periods of one week.
Roche Capital has extended the expiration date for the tender offer
until 12:00 Midnight, New York City time, on Wednesday, August 31, 1994. As a
consequence of the extension of the expiration date, holders of Syntex common
stock may tender or withdraw shares until 12:00 Midnight, New York City time,
on Wednesday, August 31, 1994, unless the offer is further extended. The
tender offer was previously scheduled to expire on August 24, 1994.
Based on the latest count of tendered shares, including shares
tendered pursuant to guarantees of delivery, approximately 127 million shares
of Syntex common stock have been validly tendered and not withdrawn pursuant
to the tender offer.
# # #
