SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDMENT NO. 11
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. 11 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, 9 and 10 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.
(f) On September 1, 1994, the Bidder and the Company issued the joint
press release attached hereto as Exhibit (a)(13). The information set forth
in the press release is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(13) Joint Press Release, dated September 1, 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: /s/ DR. HENRI B. MEIER
----------------------
Dr. Henri B. Meier
Vice-President
Dated: September 1, 1994
FOR IMMEDIATE RELEASE
ROCHE HOLDING LTD TENDER OFFER FOR SYNTEX CORPORATION COMPLETED
BASEL, SWITZERLAND AND PALO ALTO, CALIFORNIA -- SEPTEMBER 1, 1994 --
Roche Holding Ltd and Syntex Corporation (NYSE: SYN) announced today that the
offer by Roche Capital Corporation to purchase all outstanding shares of
common stock of Syntex for $24.00 per share in cash expired, as scheduled, at
midnight, New York City time on Wednesday, August 31, 1994. Roche Capital
accepted for purchase all Syntex shares validly tendered and not withdrawn
prior to expiration of the offer.
As of the expiration of offer, approximately 211.2 million shares
(95.4 per cent of the 221.4 million shares outstanding) of Syntex common
stock, including shares tendered pursuant to guaranties of delivery, had
been validly tendered and not withdrawn. Payment for shares validly
tendered is expected to be made by First Chicago Trust Company of New
York, acting as depositary for the tender offer, within approximately five
business days; payment for shares delivered pursuant to guaranties of
delivery is expected to be made within approximately five business days
after the expiration of the deadline for delivery of share certificates
pursuant to the guarantied delivery procedure.
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