SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
____________________________
RIBAPHARM INC.
(Name of Subject Company (Issuer))
____________________________
ICN PHARMACEUTICALS, INC.
(Name of Filing Person (Offeror))
____________________________
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
____________________________
762537108
(CUSIP Number of Class of Securities)
____________________________
Gregory Keever, Esq.
Executive Vice President and
Special Counsel to the Chairman
ICN Pharmaceuticals, Inc.
3300 Hyland Avenue
Costa Mesa, California 92626
(714) 545-0100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Persons)
____________________________
with a copy to:
Stephen F. Arcano, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
CALCULATION OF FILING FEE
==============================================================================
Transaction Valuation Amount of Filing Fee
-------------------------------- ---------------------------------------------
N/A N/A
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/_/ 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: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
/X/ 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.
/X/ 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 Tender Offer Statement on Schedule TO is being filed by ICN
Pharmaceuticals, Inc., a Delaware corporation ("ICN"). Pursuant to General
Instruction D to Schedule TO, this Schedule TO relates to pre-commencement
communications by ICN.
EXHIBIT INDEX
Exhibit No. Description
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(a)(1) Text of Press Release by ICN issued on June 2, 2003.
Exhibit (a)(1)
ICN PHARMACEUTICALS TO TENDER FOR OUTSTANDING
SHARES OF RIBAPHARM
Costa Mesa, CA, June 2, 2003--ICN Pharmaceuticals, Inc.
(NYSE: ICN), today announced that it intends to make a tender offer for all of
the outstanding shares of its subsidiary, Ribapharm Inc. (NYSE: RNA) that it
does not already own. ICN currently owns approximately 80.1% of the
outstanding common stock of Ribapharm and intends to offer to acquire the
balance of Ribapharm common stock at a price of $5.60 per share in cash,
representing a 20.2 percent premium over the one month average closing price
of $4.66. The aggregate consideration payable under the offer for all of the
outstanding Ribapharm shares would be approximately $168 million.
"We have conducted a comprehensive assessment of the best
course of action with respect to our investment in Ribapharm, including an
analysis of Ribapharm's value and the uncertainties and challenges that we
believe are likely to remain with Ribapharm for sometime," said ICN Chairman
and Chief Executive Officer Robert W. O'Leary. "We have concluded that now is
an appropriate time to re-integrate Ribapharm, and we believe that this offer
will provide stability to Ribapharm and its critical scientists, eliminate
distractions, and better enable us to focus our efforts on augmenting our
growing specialty pharmaceutical business."
ICN expects to file offering materials with the Securities
and Exchange Commission and commence the tender offer within seven to ten
days. At that time, offering materials will be mailed to Ribapharm
stockholders. The commencement and completion of the tender offer does not
require approval of the Ribapharm board of directors. Under applicable law,
however, Ribapharm is required to file with the SEC a statement as to its
position on the offer as well as other information within 10 business days of
the date on which the offer is commenced.
The tender offer will be conditioned upon, among other
things, the tender of a majority of Ribapharm shares not held by ICN or its
affiliates, and ICN's ownership of at least 90% of the Ribapharm common stock
on a fully diluted basis. The tender offer will not be conditioned on ICN
obtaining any financing.
Following successful completion of the tender offer, ICN
intends to effect a "short-form" merger, in which any shares not acquired by
ICN in the tender offer would be acquired at the same $5.60 per share cash
price paid in the tender offer.
Ribapharm stockholders and other interested parties are
urged to read ICN's tender offer statement and other relevant documents filed
with the SEC when they become available because they will contain important
information. Ribapharm stockholders will be able to receive such documents
free of charge at the SEC's web site, www.sec.gov, or from ICN at 3300 Hyland
Avenue, Costa Mesa, CA 92626, Attn: Investor Relations.
ICN is an innovative, research-based global pharmaceutical
company that manufactures, markets and distributes a broad range of
prescription and non-prescription pharmaceuticals under the ICN brand name.
Its research and new product development focuses on innovative treatments for
dermatology, infectious diseases and cancer.
FORWARD LOOKING STATEMENTS
This press release contains forward looking statements that involve risks and
uncertainties, including, but not limited to, projections of future sales,
royalty income, operating income, returns on invested assets, regulatory
approval processes, competition from generic products, marketplace acceptance
of the company's products, success of the company's strategic repositioning
initiatives and the ability of management to execute them, cost-cutting
measures, and other risks detailed from time to time in ICN's SEC filings.
These statements are based on management's current expectations and involve
risks and uncertainties which include whether the conditions to the tender
offer will be satisfied and, following the completion of the tender offer and
the consummation of the merger, ICN's ability to successfully re-integrate
Ribapharm into its operations, retain key employees, reduce costs, general
economic factors and business and capital market conditions, general industry
trends and changes in tax law requirements and government regulation. ICN
wishes to caution the reader that these factors, as well as other factors
described in ICN's SEC filings, are among the factors that could cause actual
results to differ materially from the expectations described in the forward
looking statements.