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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ SCHEDULE 14D-1/A Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) ____________________ International Murex Technologies Corporation (Name of Subject Company) AAC Acquisition Ltd. an indirect wholly owned subsidiary of Abbott Laboratories (Bidder) Common Shares (Title of Class of Securities) 46005H10 (CUSIP Number of Class of Securities) Jose M. de Lasa Senior Vice President, Secretary and General Counsel Abbott Laboratories 100 Abbott Park Road Abbott Park, Illinois 60064-3500 (847) 937-6100 with a copy to: Scott J. Davis James T. Lidbury Mayer, Brown & Platt 190 South LaSalle Street Chicago, Illinois 60603 (312) 782-0600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) CALCULATION OF FILING FEE - ------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee - ------------------------------------------------------------------------------- $240,519,396 $48,105 - ------------------------------------------------------------------------------- * For purposes of calculating the filing fee only. This amount assumes the purchase of 18,501,492 shares of Common Stock (the "Shares") of the subject company at $13.00 in cash per Share. /x/ Check 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: $48,105 Form or Registration Number: Schedule 14D-1 Filing Party: Abbott Laboratories, AAC Acquisition Ltd. Date Filed: March 20, 1998 - ------------------------------------------------------------------------------- Page 1 of 4 Pages Exhibit Index is located on Page 3 CUSIP No.: 46005H10 14D-1 Page 2 of 4 Pages 1. Name of Reporting Person: AAC Acquisition Ltd. S.S. or I.R.S. Identification Nos. of Above Person: None. Name of Reporting Person: Abbott Laboratories S.S. or I.R.S. Identification Nos. of Above Person: 36-0698440 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / / 3. SEC Use Only: 4. Sources of Funds: WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f): / / 6. Citizenship or Place of Organization: British Columbia (AAC Acquisition Ltd.); Illinois (Abbott Laboratories) 7. Aggregate Amount Beneficially Owned by Each Reporting Person: 16,174,704 Shares 8. Check if the Aggregate in Row (7) Excludes Certain Shares: / / 9. Percent of Class Represented by Amount in Row (7): 96.00% 10. Type of Reporting Person: CO (AAC Acquisition Ltd.) CO (Abbott Laboratories) 2 This Amendment No. 2 on Schedule 14D-1/A amends the Schedule 14D-1 filed March 20, 1998, as amended (the "Amended Schedule 14D-1"). All capitalized terms used and not otherwise defined herein shall have the meanings assigned to those terms in the Amended Schedule 14D-1. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. 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. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. 99(a)(9) Press Release dated April 17, 1998. 3 SIGNATURES 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: 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 4 EXHIBIT INDEX Sequentially Numbered Exhibit Description Page - ------- ----------- ------------- 99(a)(9) Press Release dated April 17, 1998. 5
[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. ###