SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 1, 1994
Syntex Corporation
(Exact name of registrant as specified in its charter)
Republic of Panama 1-4269 94-1566146
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
3401 Hillview Avenue, Palo Alto, California 94204
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 855-5050
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On September 1, 1994, Roche Holding Ltd, a
corporation organized under the laws of Switzerland
("Roche"), announced that the offer (the "Offer") by Roche
Capital Corporation, a corporation organized under the
laws of Panama and a wholly owned indirect subsidiary of
Roche ("Roche Capital"), to purchase all outstanding
shares of common stock, par value $1.00 per share (the
"Shares"), of Syntex Corporation (the "Registrant") for
$24 per share in cash expired at midnight, New York City
time, on Wednesday, August 31, 1994. Roche Capital
accepted for purchase all Shares validly tendered and not
withdrawn prior to expiration of the Offer.
As of September 8, 1994, a total of 206,809,298
Shares (or approximately 93.4% of the 221.4 million Shares
outstanding), including Shares for which certificates were
delivered to the depositary pursuant to the Offer's
guaranteed delivery procedure, had been validly tendered
and not withdrawn. Roche Capital has accepted for
purchase all such Shares.
The foregoing information is based entirely on
information contained in Amendment No. 11, dated September
1, 1994, and the Final Amendment, dated September 8, 1994,
to the Tender Offer Statement on Schedule 14D-1 dated May
6, 1994 ("Schedule 14D-1") each filed by Roche Capital.
The Offer was made pursuant to the Acquisition
Agreement and Plan of Merger dated as of May 1, 1994 (the
"Agreement") among the Registrant, Roche Capital and Roche
(Panama) Corporation, a Delaware corporation ("Roche
(Panama)"). Roche guaranteed the obligations of Roche
Capital and Roche (Panama) under the Agreement. The Offer
will be followed by a merger (the "Merger") of Roche
(Panama) with and into the Registrant, in which
stockholders of the Registrant whose Shares were not
purchased in the Offer will receive $24 per Share in cash
or, at their election, subject to certain restrictions,
shares of a limited conversion preferred stock of Roche
Capital. Consummation of the Merger is subject to certain
conditions, including approval of the Merger by the
stockholders of the Registrant. A special meeting of the
stockholders of the Registrant will be called to approve
and adopt the Agreement after a review of proxy materials
for the meeting by the Securities and Exchange Commission.
The affirmative vote by Roche Capital of the Shares
beneficially owned by it is sufficient to ensure approval
and adoption of the Agreement.
The foregoing description of the Agreement and
the transactions contemplated thereby does not purport to
be complete and is qualified in its entirety by reference
to the Agreement, the Guaranty of Roche dated as of May 1,
1994, and the Certificate of Designation of Limited
Conversion Preferred Stock of Roche Capital attached as
Exhibit A to the Agreement.
The total amount of funds required by Roche
Capital to consummate the Offer and to pay related fees
and expenses was approximately $5.35 billion. Roche
Capital disclosed in Amendment No. 8 to the Schedule 14D-1
("Amendment No. 8") that it expected to purchase the
Shares using general corporate funds and, possibly, the
proceeds of a loan from a group of commercial banks. In
the Amendment No. 8, Roche Capital stated that while it
had not yet reached definitive decision or agreement with
respect to the terms of such a loan facility, Roche
Capital expected that the terms on which it would borrow
any such funds would include the following: (i) the
aggregate maximum amount of the loan would be
approximately $5,000,000,000; (ii) the loan would be
repayable in two installments, with final maturity on June
30, 1995; and (iii) the loan would bear interest at a rate
per annum equal to approximately 0.06% above the London
Interbank Offered Rate.
The foregoing description of the source of funds
required by Roche Capital is based entirely on information
contained in the Amendment No. 8.
Pursuant to the Agreement, on September 12,
1994, the Registrant's Board of Directors, under the
chairmanship of Mr. Paul Freiman, announced the election
of three new members appointed by the Roche Group, Dr.
Armin Kessler, Mr. Peter Simon and Dr. Kenneth Taylor.
Resigning from the Registrant's Board of Directors were
James N. Wilson, Dana G. Leavitt, Miriam Stoppard, Leonard
Marks, Jr., Marvyn Carton, John H. Fried, Howard M.
Holtzmann and Charles A. Lynch. The Registrant's Board of
Directors elected Dr. Kenneth Taylor as President of the
Registrant, succeeding Mr. James N. Wilson. A copy of the
press release dated September 12, 1994, issued by
Registrant relating to the election of new members of
Registrant's Board of Directors is attached hereto as
Exhibit 99.3.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) Exhibits
2.1 Acquisition Agreement and Plan of Merger, dated
as of May 1, 1994, among Syntex Corporation,
Roche Capital Corporation and Roche (Panama)
Corporation (incorporated herein by reference to
Exhibit 1 to the Solicitation/Recommendation
Statement on Schedule 14D-9 of Syntex
Corporation, dated May 6, 1994)
99.1 Guaranty dated as of May 1, 1994, of Roche
Holding Ltd (incorporated herein by reference to
Exhibit 3 to the Solicitation/Recommendation
Statement on Schedule 14D-9 of Syntex
Corporation, dated May 6, 1994)
99.2 Press Release by Syntex Corporation, dated
September 12, 1994
SIGNATURE
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
hereunto duly authorized.
SYNTEX CORPORATION
By: /s/ Carol J. Gillespie
Carol J. Gillespie
Vice President and
Secretary
Date: September 15, 1994
EXHIBIT INDEX
Exhibit
Number Exhibit
2.1 Acquisition Agreement and Plan of
Merger, dated as of May 1, 1994,
among Syntex Corporation, Roche
Capital Corporation and Roche
(Panama) Corporation (incorporated
herein by reference to Exhibit 1 to
the Solicitation/Recommendation
Statement on Schedule 14D-9 of
Syntex Corporation, dated May 6,
1994)
99.1 Guaranty dated as of May 1, 1994,
of Roche Holding Ltd (incorporated
herein by reference to Exhibit 3 to
the Solicitation/Recommendation
Statement on Schedule 14D-9 of
Syntex Corporation, dated May 6,
1994)
99.2 Press Release by Syntex
Corporation, dated September 12,
1994
Exhibit 99.2
SYNTEX
PRESS INFORMATION
CONTACT: Kathleen Gary
415-855-5924
FOR IMMEDIATE RELEASE:
NEW SYNTEX BOARD AND MANAGEMENT APPOINTMENTS
PAVE THE WAY FOR INTEGRATION WITH ROCHE
Palo Alto, California, September 12, 1994/PR
Newswire -- The Syntex Board of Directors, under the
chairmanship of Mr. Paul Freiman, has announced the
election of three new members appointed by the Roche
Group. The Roche appointees are Roche Group COO and Head
of the Pharmaceuticals Division, Dr. Armin Kessler, Mr.
Peter Simon, Head of Roche Group Pharma Operations and
Dr. Kenneth Taylor, currently President and Managing
Director of Roche Products Ltd. in the U.K.
Resigning from the Board, were James N. Wilson, Dana
G. Leavitt, Miriam Stoppard, Leonard Marks, Jr., Marvyn
Carton, John H. Fried, Howard M. Holtzmann and Charles A.
Lynch.
The Syntex Board elected Dr. Kenneth Taylor as
President of Syntex. He succeeds Mr. James N. Wilson.
Dr. Taylor's successor in the Roche U.K.
organization will be Mr. Nic Holladay, the present
Managing Director of Syntex's U.K. and Ireland operation.
A special meeting of Syntex shareholders will be
called to approve and adopt the proposed merger between
Syntex and the Roche subsidiary, Roche Capital
Corporation, after a review of proxy materials for the
meeting by the Securities and Exchange Commission.
These actions follow the completion of a tender
offer, through which Roche acquired over 96 percent of
the outstanding common stock of Syntex.
