-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P19Ba+OOS8f1p8TiflulS3URyYs+0Ahx6p2oHzNPoD6+Im50pGXPELuGRzHUydtr 5chaLGIWWHuMIMpNUjCy1Q== 0000898822-05-000457.txt : 20050611 0000898822-05-000457.hdr.sgml : 20050611 20050527155431 ACCESSION NUMBER: 0000898822-05-000457 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050527 DATE AS OF CHANGE: 20050527 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NOVARTIS CORP CENTRAL INDEX KEY: 0001031007 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 520 WHITE PLAINS RD CITY: TARRYTOWN STATE: NY ZIP: 10591 MAIL ADDRESS: STREET 1: 520 WHITE PLAINS RD CITY: TARRYTOWN STATE: NY ZIP: 10591 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EON LABS INC CENTRAL INDEX KEY: 0001168061 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133653818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80561 FILM NUMBER: 05863987 BUSINESS ADDRESS: STREET 1: 787 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127288116 MAIL ADDRESS: STREET 1: 227 -15 NORTH CONDUIT AVE CITY: LAURELTON STATE: NY ZIP: 11413 SC TO-T/A 1 sctoam27.txt SC TO AMENDMENT - MAY 27, 2005 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- SCHEDULE TO AMENDMENT NO. 1 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 EON LABS, INC. (Name of Subject Company) NOVARTIS AG NOVARTIS CORPORATION ZODNAS ACQUISITION CORP. (Name of Filing Persons--Offerors) COMMON STOCK, PAR VALUE $0.01 (Title of Class of Securities) 29412E100 (CUSIP Number of Class of Securities) George Miller Head of Legal and General Affairs Novartis AG 35 Lichtstrasse CH-4002 Basel, Switzerland 41-61-324-1111 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) -Copies to- Andrew R. Brownstein, Esq. Trevor S. Norwitz, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 (212) 403-1000 ----------- CALCULATION OF FILING FEE Transaction Valuation Amount of Filing Fee ------------------------------------------------- $977,098,158* $115,005* ------------------------------------------------- ------------------------------------------------- * Estimated for purposes of calculating the amount of the filing fee only. The filing fee is calculated based on (i) the total number of shares of common stock, par value $0.01 of Eon Labs, Inc. outstanding as of May 5, 2005 according to Eon Labs, Inc.'s Quarterly Report filed with the Commission on Form 10-Q for the period ending March 31, 2005 (the "10-Q") (excluding (1) 60,000,000 shares of Eon Labs, Inc. common stock owned by Santo Holding (Deutschland) GmbH which are to be acquired outside the United States pursuant to a private agreement and (2) 137,122 shares of Eon Labs, Inc. common stock owned by Hexal AG which are to be indirectly acquired outside the United States pursuant to a private agreement) and (ii) the number of options to purchase shares of common stock of Eon Labs, Inc. outstanding as of March 31, 2005 according to the 10-Q. The amount of the filing fee, equals .00011770 multiplied by the transaction value. [X] Check the 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: $115,005 Filing Party: Novartis Corp. Form or Registration No.: Schedule TO Date Filed: May 23, 2005 [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [_] issuer tender offer subject to Rule 13e-4. [_] going-private transaction subject to Rule 13e-3. [_] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [_] ================================================================================ This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") originally filed with the Securities and Exchange Commission on May 23, 2005 by Novartis AG, a Swiss Corporation, Novartis Corporation ("Novartis US"), a New York corporation and an indirect wholly owned subsidiary of Novartis AG, and Zodnas Acquisition Corp. ("Zodnas"), a Delaware corporation and an indirect wholly owned subsidiary of Novartis US. This Schedule TO relates to the offer by Zodnas to purchase any and all of the outstanding shares of common stock, par value $0.01 per share (the "Shares"), of Eon Labs, Inc., a Delaware corporation ("Eon"), for $31.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 23, 2005 (the "Offer to Purchase"), and in the related Letter of Transmittal. Copies of the Offer to Purchase and the related Letter of Transmittal are filed with the Schedule TO as exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Offer to Purchase and Schedule TO. ITEMS 1 THROUGH 9 AND 11. Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding thereto the following: On May 27, 2005, the European Commission approved Novartis' acquisition of Hexal pursuant to the Hexal Agreement. On May 27, 2005, Novartis issued a press release announcing the regulatory approval as described above, a copy of which is filed as Exhibit (a)(5)(C) hereto and is incorporated herein by reference. ITEM 12. EXHIBITS Item 12 of the Schedule TO is hereby amended by adding thereto the following: (a)(5)(C) Text of Press Release issued by Novartis dated May 27, 2005. 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. Dated: May 27, 2005 NOVARTIS AG By: /s/ Urs Baerlocher ------------------------------ Name: Urs Baerlocher Title: Authorized Signatory By: /s/ Joerg Walther ------------------------------ Name: Joerg Walther Title: Authorized Signatory NOVARTIS CORPORATION By: /s/ Martin Henrich ------------------------------ Name: Martin Henrich Title: Executive Vice President ZODNAS ACQUISITION CORP. By: /s/ Wayne P. Merkelson ------------------------------ Name: Wayne P. Merkelson Title: Vice President EXHIBIT INDEX *(a)(1)(A) Offer to Purchase, dated May 23, 2005. *(a)(1)(B) Form of Letter of Transmittal. *(a)(1)(C) Form of Notice of Guaranteed Delivery. *(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9. (a)(2) Not applicable. (a)(3) Not applicable. (a)(4) Not applicable. *(a)(5)(A) Text of Press Release issued by Novartis dated February 21, 2005,incorporated in this Schedule TO by reference to the Schedule TO filed by Novartis AG, Novartis US and Zodnas on February 22, 2005. *(a)(5)(B) Form of Summary Advertisement published in The Wall Street Journal on May 23, 2005. (a)(5)(C) Text of Press Release issued by Novartis dated May 27, 2005. *(a)(6)(A) Complaint titled Ellen Wiehl v. Eon Labs, Inc. et al., filed on February 22, 2005, in the Chancery Court of the State of Delaware, County of New Castle. *(a)(6)(B) Complaint titled Paulena Partners LLC v. Eon Labs, Inc. et al., filed on February 22, 2005, in the Chancery Court of the State of Delaware, County of New Castle. *(a)(6)(C) Complaint titled Robert Kemp, IRRA v. Eon Labs, Inc. et al., filed on February 22, 2005, in the Chancery Court of the State of Delaware, County of New Castle. *(a)(6)(D) Complaint titled Peter J. Calcagno v. Eon Labs, Inc. et al., filed on February 23, 2005, in the Chancery Court of the State of Delaware, County of New Castle. *(a)(6)(E) Complaint titled Christopher Pizzo v. Novartis AG et al., filed on February 23, 2005, in the Supreme Court of the State of New York, County of New York. *(a)(6)(F) Complaint titled Erste Sparinvest Kapitalanlagegesellschaft MBH v. Eon Labs, Inc. et al., filed on March 1, 2005, in the Chancery Court of the State of Delaware, County of New Castle. *(a)(6)(G) Complaint titled Merl Huntsinger v. Eon Labs, Inc. et al., filed on March 1, 2005, in the Chancery Court of the State of Delaware, County of New Castle. *(a)(6)(H) Complaint titled Jason Hung v. Eon Labs, Inc. et al., filed on March 3, 2005, in the Chancery Court of the State of Delaware, County of New Castle. (b) None. *(d)(1) Agreement and Plan of Merger, dated as of February 20, 2005, by and among Novartis US, Zodnas, Eon and, for purposes of Section 12 thereof only, Novartis AG, incorporated in this Schedule TO by reference to Exhibit 2.2 to the Schedule 13D filed by Novartis US, Novartis AG and Zodnas on March 2, 2005. *(d)(2) Agreement for Purchase and Sale of Stock, dated as of February 20, 2005, by and between Novartis US, Santo and, for purposes of Section 10.12 thereof only, Novartis AG, incorporated in this Schedule TO by reference to Exhibit 2.1 to the Schedule 13D filed by Novartis US, Novartis AG and Zodnas on March 2,2005. *(d)(3) Confidentiality Agreement, by and between Novartis US and Eon, dated as of February 11, 2005, incorporated in this Schedule TO by reference to Exhibit 2.3 to the Schedule 13D filed by Novartis US, Novartis AG and Zodnas on March 2, 2005. (g) None. (h) Not applicable. - ------------------------ * Previously filed. EX-99 2 exnewm27.txt EXHIBIT (A)(5)(C) - PRESS RELEASE [NOVARTIS LOGO] NOVARTIS INTERNATIONAL AG Novartis Global Communications CH-4002 Basel Switzerland http://www.novartis.com ----------------------- John Gilardi Novartis Global Media Kurt Leidner Relations Sandoz Communications +41 61 324 3018 (direct) +43 1 260 68 9611 (direct) +41 79 596 1408 (mobile) +43 1 260 680 (main) john.gilardi@novartis.com kurt.leidner@sandoz.com MEDIA RELEASE - COMMUNIQUE AUX MEDIAS - MEDIENMITTEILUNG NOVARTIS RECEIVES EUROPEAN COMMISSION APPROVAL TO ACQUIRE HEXAL AG, FURTHER STEP TOWARDS CREATING WORLD LEADER IN GENERICS BASEL, MAY 27, 2005 - Novartis announced today that it has received approval from the European Commission to acquire the privately-held generic pharmaceutical company Hexal AG of Germany. The acquisition is expected to be completed in early June. "With the completion of this acquisition, Sandoz will further strengthen its ability to rapidly bring the best-quality, cost effective generic drugs to patients and physicians, offering more choices to meet their healthcare needs," said Dr. Daniel Vasella, Chairman and CEO of Novartis. "The combined company will have outstanding management talent, which combined with a dynamic, fast moving culture, will position the new Sandoz for strong growth and leadership in the generics business." Hexal will be integrated into the Sandoz division of Novartis as part of previously announced strategic acquisitions to create the world leader in the generic drug industry. Following the acquisitions, Sandoz will be a leader in generic pharmaceuticals in Germany and in several other key regions, and will have a strong presence in Asia and Latin America. The company will have a portfolio of more than 600 active ingredients, in more than 5,000 dosage forms. Sandoz will have a competitive, broad product portfolio and geographic presence, as well as leading development and registration capabilities. The combination will significantly strengthen its technology base, particularly in the application of transdermal patches, inhalation products, sustained-release implants and multi-particulate drug-delivery dosage forms, and expand the already strong capabilities in biopharmaceuticals. "Thanks to the strength of our integration planning, Sandoz is fully prepared to rapidly integrate and operate as a unified company," said Dr. Andreas Rummelt, CEO of Sandoz. "Our major strategy and staffing decisions have been taken, and we are on course to meet our most ambitious timelines. We will put all our efforts towards further building our market presence to deliver our products to patients and physicians worldwide." After the acquisition, Sandoz will employ more than 20,000 people. Its global headquarters will be located in Holzkirchen, Germany, by year-end. On May 23, Novartis initiated a tender offer to acquire the publicly-held shares of Eon Labs, Inc. (NASDAQ: ELABS), a US generic pharmaceuticals company that has a strategic partnership with Hexal. The tender offer, set at USD 31.00 per share, is scheduled to expire on June 20, 2005, and is subject to completion of the regulatory process and the contemporaneous purchase of a 67.7 percent stake in Eon Labs from its control shareholder. Novartis is in the process of responding to a request from the US Federal Trade Commission for additional information regarding the acquisition of Eon Labs (commonly referred to as a "second request"). This document contains "forward-looking statements" within the meaning of the US Private Securities Litigation Reform Act. Forward-looking statements are statements that are not historical facts and are generally identified by the words "expects", "anticipates", "believes", "intends", 1/3 "estimates", "will", or similar expressions, or by express or implied discussions regarding strategies, plans and expectations (including synergies). These statements include, but are not limited to, financial projections and estimates and their underlying assumptions, statements regarding the benefits of the business transactions described herein, including future financial and operating results. Such statements reflect the current plans, expectations, objectives, intentions or views of management with respect to future events, are based on the current beliefs and expectations of management and are subject to significant risks, uncertainties and assumptions. Management's expectations could be affected by, among other things, competition in general, the general economic environment and other risks such as, but not limited to, those referred to in Novartis AG's Form 20-F on file with the U.S. Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those set forth or implied by the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements: the ability to obtain governmental approvals for the transaction on the proposed terms and schedule; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; social and political conditions such as war, political unrest and terrorism or natural disasters; and general economic conditions and normal business uncertainty and competition and its effect on pricing, spending, third-party relationships and revenues. These forward-looking statements speak only as of the date of this press release and no undertaking has been made to update or revise them if there are changes in expectations or if any events, conditions or circumstances on which any such forward looking statement is based. SECURITYHOLDERS OF EON ARE URGED TO READ THE TENDER OFFER STATEMENT LETTER OF TRANSMITTAL AND OTHER MATERIALS RELATING TO THE TENDER OFFER, AS THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER.. SECURITYHOLDERS CAN OBTAIN A COPY OF THE TENDER OFFER STATEMENT. LETTER OF TRANSMITTAL AND OTHER RELATED MATERIALS FREE OF CHARGE AT THE SEC'S INTERNET SITE (http://www.sec.gov) OR FROM THE INFORMATION AGENT FOR THE TENDER OFFER, GEORGESON SHAREHOLDER COMMUNICATIONS INC., BY CALLING (877) 278-4774 (CALL TOLL-FREE). WE URGE EON SECURITYHOLDERS TO CAREFULLY READ THOSE MATERIALS PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE TENDER OFFER. ABOUT NOVARTIS Novartis AG (NYSE: NVS) is a world leader in pharmaceuticals and consumer health. In 2004, the Group's businesses achieved sales of USD 28.2 billion and a pro forma net income of USD 5.6 billion. The Group invested approximately USD 4.2 billion in R&D. Headquartered in Basel, Switzerland, Novartis Group companies employ approximately 81,400 people and operate in over 140 countries around the world. Further information is available at www.novartis.com. Sandoz, a Novartis company, is a world leader in generic pharmaceuticals and develops, manufactures and markets these medicines as well as pharmaceutical and biotechnological active ingredients. Decades of experience and know-how make Sandoz a renowned partner in pharmaceuticals, biogenerics and industrial products. Sandoz employs approximately 13,000 people in over 110 countries and reported sales of USD 3.0 billion in 2004. # # # CONTACTS 2/3 JOHN GILARDI Novartis Global Media Relations +41 61 324 3018 (direct) +41 61 324 2200 (main) john.gilardi@novartis.com - ------------------------- KURT LEIDNER Sandoz Communications +43 1 260 68 9611 (direct) +43 1 260 680 (main) kurt.leidner@sandoz.com - ----------------------- -----END PRIVACY-ENHANCED MESSAGE-----