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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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AMENDMENT NO. 10
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)
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Copies to:
Peter R. Douglas
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
May 6, 1994
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Date Tender Offer First Published, Sent or Given to Security Holders
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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. 10 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, 8 and 9 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 29, 1994, the Bidder and the Company issued the joint
press release attached hereto as Exhibit (a)(12). The information set forth
in the press release is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(12) Joint Press Release, dated August 29, 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 29, 1994
Basel, 29 August 1994
Roche Reaches Agreement with FTC over Proposed Acquisition of Syntex; Tender
Offer Expected to Close 31 August
Roche Holding Ltd and Syntex Corporation announced today that they have
reached agreement with the US Federal Trade Commission (FTC) regarding the
pending merger of Syntex with Roche Capital Corporation, a subsidiary of
Roche, and that Roche will now complete its existing tender offer to purchase
all the outstanding stock of Syntex for $24.00 per share. The offer is
currently due to expire at midnight, New York City time, on 31 August.
Under terms of the FTC agreement Roche has agreed to divest Syntex's rights
and assets relating to the business of Syva Company, Syntex's medical
diagnostics business in the US, within 12 months after the order is final.
Syva Company is engaged primarily in drugs of abuse testing, therapeutic drug
monitoring, and disease diagnosis. Worldwide sales were $212 million in
fiscal 1993; sales through the first nine months of fiscal 1994 were $152
million.
The agreement with the FTC, incorporated in a consent order, does not require
any other modifications to either Roche's or Syntex's current business. The
consent order will become final upon approval by the FTC after a required 60
day period for public comment.
Roche intends to complete the tender offer as scheduled on 31 August and to
purchase the tendered shares within five business days if a majority of
shares have been tendered. It is expected that following the tender offer
Roche representatives will become members of the Board of Directors of
Syntex and that a special meeting of Syntex shareholders will be convened
to approve the second part of the transaction: the merger of Syntex with a
Roche subsidiary. Assuming a prompt review of proxy materials for the
meeting by the Securities and Exchange Commission, Roche currently expects
that the merger could be completed by 31 October.
Roche Chairman and CEO, Mr. Fritz Gerber, said he was pleased that agreement
had been reached with the FTC and expressed hope that the further necessary
formalities of the planned merger would now go ahead as rapidly possible. "We
look forward to combining the strengths of Roche and Syntex into an ideal fit
for meeting the competitive challenges currently facing the healthcare
industry", Mr. Gerber said. The Roche chairman added that the merger
"underlines Roche's determination to broaden and strengthen its position in
important healthcare markets and the range of innovative and cost-effective
products it has to offer."
"We are pleased that our customers and shareholders will now be able to
benefit from the proposed merger of our two fine companies," Mr. Paul Freiman,
chairman and chief executive officer of Syntex said. "Our shareholders will
have the opportunity to receive fair value from their investment in Syntex,"
he said.
The tender offer and proposed merger were announced 2 May, 1994, subject to
certain conditions, including that at least a majority of Syntex shares were
tendered and certain regulatory approvals were obtained. As of 26 August,
approximately 126 million shares (57 percent) of Syntex common stock had been
validly tendered and not withdrawn pursuant to the tender offer.
<PAGE>
The agreement with the FTC represents the final regulatory approval required
for proceeding with the tender offer. On 16 June, Roche was notified that the
Committee on Foreign Investment in the United States had determined not to
conduct an investigation in connection with the matter. On 20 June, the
European Commission notified Roche that the EC would not oppose the
transactions contemplated by the merger agreement and declared the
transactions compatible with the common market.
