Filed by: Teva Pharmaceutical Industries Limited
Pursuant to Rule 425 under the Securities Act of
1933 and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Companies: Ivax Corporation
Commission File No. 001-09623
Translation to English
Only the original Hebrew version is binding
[TEVA LOGO]
Teva Pharmaceutical Industries Ltd.
Notice is hereby given of a Special Meeting of the shareholders of Teva
Pharmaceutical Industries Ltd, to be held on Thursday, October 27, 2005, at 5:00
pm at the Company's executive offices at 5 Basel Street, Petach Tikva, Israel.
The agenda for the Special Meeting shall include consideration of and voting on
the following resolution relating to the proposed acquisition of Ivax
Corporation (hereinafter, "Ivax"):
The approval of the issuance of Ordinary Shares of Teva, par value NIS 0.1 each,
(hereinafter, "Teva Shares"), as required pursuant to and in accordance with the
merger agreement dated 25 July, 2005 (hereinafter, the "Merger Agreement"),
which sets forth the terms of the merger of two wholly owned subsidiaries of
Teva and Ivax.
The consummation of the merger is conditioned upon a number of principal terms,
which include the following: (1) approval of the transaction by the shareholders
of Ivax and approval of the issuance of the Teva Shares that Teva intends to
issue pursuant to and in accordance with the Merger Agreement by the
shareholders of Teva; and (2) receipt of all regulatory approvals that are
required. As a result of the foregoing, the approval of the resolution set forth
on the agenda for this meeting is a condition to the consummation of the Ivax
acquisition.
At the closing of the acquisition, shareholders of Ivax shall receive
consideration, comprised of cash and Teva Shares [which shall trade in the
United States in the form of American Depositary Shares evidenced by American
Depositary Receipts ("ADRs") - each ADR represents one Teva Share --] such that
each share of Ivax shall be converted into a cash payment of US$26.00 or 0.8471
ADRs (subject to adjustment as set forth in the Merger Agreement), further
subject to the total consideration in any event being comprised of 50% of cash
and 50% of ADRs.
In the framework of the resolution of the agenda, shareholder approval is sought
for the issuance of Teva Shares that shall represent 50% of the merger
consideration, Teva Shares that may be issued in the future upon the exercise of
Ivax options and warrants and Teva Shares that may be issued in the future upon
the conversion of Ivax's convertible debentures.
The vote of the holders of a majority of Teva Shares participating at the
Special Meeting is required to adopt the proposal.
Only shareholders of record at the close of business on September 22, 2005 will
be entitled to participate in, and to vote at, the Special Meeting (and any
postponed meeting), either personally or by proxy in accordance with the deed of
appointment to be deposited at Teva's offices at least four (4) days before the
Special Meeting, subject to proof of beneficial ownership of the shares as of
September 22, 2005, in accordance with the law.
In the event that a quorum is not present after half an hour from the time for
which the Special Meeting has been set, the Meeting shall be postponed for seven
(7) days to the same day, the same time and the same place.
A joint proxy statement/prospectus which provides a comprehensive description of
the transaction and the proposal on the agenda will be made available at the
offices of Teva, by coordinating with the Corporate Secretary (5 Basel Street,
Petach Tikva) during normal business hours (Tel: 03 9267513) and will also be
available on Teva's website (www.tevapharm.com), all within a few days.
By Order of the Board of Directors
Teva Pharmaceutical Industries Ltd
September 20, 2005