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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE TO |
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TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) |
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Eon Labs, Inc. |
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(Name of Subject Company) |
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Novartis AG |
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Novartis Corporation |
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Zodnas Acquisition Corp. |
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(Name of Filing Persons—Offerors) |
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Common Stock, Par Value $0.01 |
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(Title of Class of Securities) |
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29412E100 |
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(CUSIP Number of Class of Securities) |
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George Miller |
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Head of Legal and General Affairs |
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Novartis AG |
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35 Lichtstrasse |
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CH-4002 Basel, Switzerland |
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41-61-324-1111 |
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(Name, Address and Telephone Number of Person Authorized |
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-Copies to- |
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Andrew R. Brownstein, Esq. |
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Trevor S. Norwitz, Esq. |
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Wachtell, Lipton, Rosen & Katz |
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___________ |
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CALCULATION OF FILING FEE |
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Transaction Valuation |
Amount of Filing Fee |
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$977,098,158* |
$115,005* |
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* |
Estimated for purposes of calculating the amount of the filing fee only. The calculation of the filing fee is described on the cover page to Amendment No. 1 to the Schedule TO filed on May 27, 2005. | |||||
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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. | |||||
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Amount Previously Paid: $115,005 |
Filing Party: Novartis Corp. | |||||
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Form or Registration No.: Schedule TO |
Date Filed: May 23, 2005 | |||||
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[_] |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. | |||||
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Check the appropriate boxes below to designate any transactions to which the statement relates: | ||||||
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x |
third-party tender offer subject to Rule 14d-1. | |||||
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issuer tender offer subject to Rule 13e-4. | |||||
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going-private transaction subject to Rule 13e-3. | |||||
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[_] |
amendment to Schedule 13D under Rule 13d-2. | |||||
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Check the following box if the filing is a final amendment reporting the results of the tender offer: [_] | ||||||
This Amendment No. 6 amends and supplements the Tender Offer Statement on Schedule TO, as amended, (the “Schedule TO”), originally filed with the Securities and Exchange Commission on May 23, 2005 and as amended and supplemented by Amendment No. 1 on May 27, 2005, Amendment No. 2 on June 2, 2005, Amendment No. 3 on June 7, 2005, Amendment No. 4 on June 15, 2005, and Amendment No. 5 on June 21, 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. The 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 as follows:
On July 5, 2005, the Offer was extended through 5:30 pm New York City time, on July 13, 2005. Accordingly, the term “Expiration Date” means 5:30 pm New York City time on July 13, 2005, unless we further extend the period of time during which the Offer will be open, in which case the term “Expiration Date” will mean the date on which the Offer, as so extended, will expire.
The full text of the press release announcing the extension of the Offer as described above is attached as Exhibit (a)(5)(F) hereto and incorporated herein by reference.
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Item 12. |
Exhibits |
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Item 12 of the Schedule TO is hereby amended by adding thereto the following: |
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(a)(5)(F) |
Text of Press Release issued by Novartis dated July 5, 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.
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Dated: July 5, 2005 |
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Novartis AG |
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By: |
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Name: George Miller |
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By: |
/s/ Jörg Walther |
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Name: Jörg Walther |
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Novartis Corporation |
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By: |
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Name: Martin Henrich |
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Zodnas Acquisition Corp. |
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By: |
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Name: Wayne P. Merkelson |
EXHIBIT INDEX
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*(a)(1)(A) |
Offer to Purchase, dated May 23, 2005. |
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*(a)(1)(B) |
Form of Letter of Transmittal. |
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*(a)(1)(C) |
Form of Notice of Guaranteed Delivery. |
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*(a)(1)(D) |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
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*(a)(1)(E) |
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
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*(a)(1)(F) |
Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9. |
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(a)(2) |
Not applicable. |
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(a)(3) |
Not applicable. |
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(a)(4) |
Not applicable. |
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*(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. |
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*(a)(5)(B) |
Form of Summary Advertisement published in The Wall Street Journal on May 23, 2005. |
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*(a)(5)(C) |
Text of Press Release issued by Novartis dated May 27, 2005. |
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*(a)(5)(D) |
Text of Press Release issued by Novartis dated June 7, 2005. |
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*(a)(5)(E) |
Text of Text of Press Release issued by Novartis dated June 21, 2005. |
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(a)(5)(F) |
Text of Text of Press Release issued by Novartis dated July 5, 2005. |
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*(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. |
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*(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. |
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*(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. |
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*(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. |
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*(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. |
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*(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. |
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*(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. |
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*(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. |
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*(a)(6)(I) |
Consolidated Amended Complaint titled In re Eon Labs, Inc. Shareholders Litigation, filed on May 27, 2005, in the Chancery Court of the State of Delaware, County of New Castle. |
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(b) |
None. |
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*(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. |
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*(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. |
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*(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. |
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(g) |
None. |
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(h) |
Not applicable. |
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* Previously filed.