View:
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) INTERNATIONAL MUREX TECHNOLOGIES CORPORATION - ------------------------------------------------------------------------------- (NAME OF ISSUER) Common Shares - ------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 46005H100 - ------------------------------------------------------------------------------- (CUSIP NUMBER) Jose M. de Lasa with a copy to: Senior Vice President, Secretary Scott J. Davis and General Counsel James T. Lidbury Abbott Laboratories Mayer, Brown & Platt 100 Abbott Park Road 190 South LaSalle Street Abbott Park, Illinois 60064-3500 Chicago, Illinois 60603 (847) 937-6100 (312) 782-0600 - ------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) April 17, 1998 - ------------------------------------------------------------------------------- (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / / (Continued on following pages) (Page 1 of 7 Pages) CUSIP NO.: 46005H100 13D 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) AAC Acquisition Ltd. (None) Abbott Laboratories (# 36-0698440) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (_) (b) (_) - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) (_) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION AAC Acquisition Ltd. - British Columbia Abbott Laboratories - Illinois - ------------------------------------------------------------------------------- | NUMBER OF | 7 SOLE VOTING POWER SHARES | 0 | --------------------------------------------------------------- BENEFICIALLY | | 8 SHARED VOTING POWER OWNED BY | | 16,174,704 Common Shares EACH | --------------------------------------------------------------- Page 2 of 7 Pages | 9 SOLE DISPOSITIVE POWER REPORTING | | 0 PERSON | --------------------------------------------------------------- | WITH | 10 SHARED DISPOSITIVE POWER | | 16,174,704 Common Shares - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,174,704 Common Shares - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (_) - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 96.00% - ------------------------------------------------------------------------------- Page 3 of 7 Pages 14 TYPE OF REPORTING PERSON AAC Acquisition Ltd. CO Abbott Laboratories CO - ------------------------------------------------------------------------------- Page 4 of 7 Pages This Amendment No. 1 on Schedule 13D/A amends the filing persons' Schedule 13D (the "Original Schedule 13D"). All capitalized terms used and not otherwise defined herein shall have the meanings assigned to those terms in the Original Schedule 13D. ITEM 4. PURPOSE OF THE TRANSACTION The Offer expired at midnight on April 16, 1998. On April 17, 1998, Purchaser accepted for payment at the Offer Price all of the 16,174,704 Common Shares validly tendered and not previously withdrawn in response to the Offer, including 177,572 Shares tendered pursuant to guaranteed delivery procedures. As a result, Purchaser is the beneficial owner of 96.00% of the outstanding Common Shares and Parent and Purchaser intend to effect the Compulsory Acquisition as promptly as practicable. Upon Purchaser's acceptance for payment of the Common Shares in the Offer, George Brazier, The Honorable J. Trevor Eyton, O.C., Thomas L. Gavan, M.D., Norbert J. Gilmore, Ph.D, M.D., Jay A. Lefton, Hartland M. MacDougall, CVO, O.C., Stanley. E. Read, Ph.D., M.D. and Victor A. Rice each resigned from the Board of Directors of the Company and Christopher Bleck, Thomas D. Brown, Peter J. O'Callaghan, Jeffrey L. Smith, Gordon T. Warriner and Miles D. White, each a designee of Parent and Purchaser, were elected to the Company's Board of Directors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Purchaser is the beneficial owner of 16,174,704 Common Shares which represent 96.00% of the total outstanding Common Shares. Parent is deemed to beneficially own all of the Common Shares beneficially owned by Purchaser. (b) Parent and Purchaser have the shared power to vote or to direct the vote and to dispose or direct the disposition of 16,174,704 Common Shares. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit No. Description - ----------- ----------- 99(a)(12) Press Release dated April 17, 1998. Page 5 of 7 Pages SIGNATURE After reasonable 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: April 17, 1998 AAC ACQUISITION LTD. By: /s/ Thomas D. Brown ---------------------------- Name: Thomas D. Brown Title: Vice President ABBOTT LABORATORIES By: /s/ Miles D. White ---------------------------- Name: Miles D. White Title: Executive Vice President EXHIBIT INDEX Exhibit No. Description - ----------- ------------ 99(a)(12) Press Release dated April 17, 1998.
[LETTERHEAD] NEWS - -------------------------------------------------------------------------------- Abbott Laboratories Corporate Communications Abbott Park, Illinois 60064 FOR IMMEDIATE RELEASE Media: Rhonda Luniak (847) 938-9725 Financial Community: John Thomas (847) 938-2655 ABBOTT LABORATORIES ACQUIRES CONTROL OF INTERNATIONAL MUREX TECHNOLOGIES CORPORATION ABBOTT PARK, Ill., April 17, 1998 -- Abbott Laboratories announced today that it has acquired control of International Murex Technologies Corporation. Abbott's cash tender offer to purchase all of the outstanding common stock of Murex expired as scheduled at midnight, Eastern Standard Time, on Thursday, April 16, 1998. The tender offer has not been extended. A total of 16,174,704 shares of Murex common stock were validly tendered and not withdrawn prior to the expiration of the offer, including 177,572 shares subject to guaranteed delivery procedures. Abbott has accepted all of these shares for payment. These shares represent approximately 96 percent of Murex's outstanding shares on a fully diluted basis. -more- ABBOTT LABORATORIES ACQUIRES CONTROL OF INTERNATIONAL MUREX TECHNOLOGIES CORPORATION PAGE 2 As the final step of the acquisition process, the remaining shares of Murex will be acquired by an indirect wholly owned subsidiary of Abbott in a compulsory acquisition procedure for $13 per share. Under this procedure, a formal notice regarding the process for purchasing the remaining shares will be sent to Murex shareholders. Given Abbott's controlling interest in Murex, Abbott will own 100 percent of Murex upon completion of the compulsory acquisition procedure. Under the terms of Abbott's March 16, 1998, definitive agreement with Murex, Abbott will pay the Murex equity holders approximately $234 million, net of the exercise price on existing Murex options, for 100 percent of the equity in Murex. Murex develops, manufactures and markets a wide range of products for the detection, screening and monitoring of infectious diseases and other medical conditions. Abbott Laboratories is a global, diversified health care company devoted to the discovery, development, manufacture and marketing of pharmaceutical, diagnostic, nutritional and hospital products. The company employs 54,000 people and markets its products in more than 130 countries. In 1997, the company's sales and net earnings were $11.9 billion and $2.1 billion, respectively, with basic earnings per share of $2.72 and diluted earnings per share of $2.68. ###