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
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Teva Pharmaceutical Industries Ltd.
Web Site: www.tevapharm.com Web Site: www.ivax.com
________________________________________________________________________________
Contact: Dan Suesskind
Chief Financial Officer
Teva Pharmaceutical Industries Ltd.
(011) 972-2-589-2840 Neil Flanzraich
Vice Chairman and President
George Barrett IVAX Corporation
President and CEO (305) 575-6008
Teva North America
(215) 591-3030 David Malina
Vice President,
Investor Relations
and Corporate Communications
Investor Relations IVAX Corporation
Teva Pharmaceutical Industries Ltd. (305) 575-6043
(011) 972-3-926-7554
FOR IMMEDIATE RELEASE
---------------------
Teva and IVAX Shareholders Approve Pending Merger
Jerusalem, Israel and Miami, Florida, October 27, 2005 - Teva Pharmaceutical
Industries Ltd. (Nasdaq: TEVA) and IVAX Corporation (AMEX: IVX) announced that,
at separate shareholder meetings held earlier today, their shareholders
overwhelmingly approved the respective proposals submitted to them relating to
the acquisition of IVAX by Teva. In excess of 98% of both the Teva shares and
the IVAX shares voting voted in favor of the transaction.
"We are pleased with the overwhelming support demonstrated by both Teva and IVAX
shareholders in approving the merger and thereby endorsing our strategic vision
for the combined company. We look forward to completing the transaction, as we
work to obtain the requisite antitrust approvals as expeditiously as possible."
stated Israel Makov, Teva's President and Chief Executive Officer.
Commenting on the vote, Dr. Phillip Frost, Chairman and Chief Executive Officer
of IVAX, stated "I am pleased the IVAX shareholders voted overwhelmingly to
approve the merger with Teva. IVAX and Teva are two strong organizations with
successful track records. We look forward to the success of the combined
organizations."
As previously announced, the companies continue to expect that the transaction
will close in late 2005 or early 2006.
About Teva
Teva Pharmaceutical Industries Ltd., headquartered in Israel, is among the top
20 pharmaceutical companies and among the largest generic pharmaceutical
companies in the world. The company develops, manufactures and markets generic
and innovative human pharmaceuticals and active pharmaceutical ingredients.
Close to 90% of Teva's sales are in North America and Europe.
About IVAX
IVAX Corporation, headquartered in Miami, Florida, discovers, develops,
manufactures, and markets branded and brand equivalent (generic) pharmaceuticals
and veterinary products in the U.S. and internationally.
Safe Harbor Statement under the U.S. Private Securities Litigation Reform Act
of 1995:
The statements, analyses and other information contained herein relating to the
proposed merger and the contingencies and uncertainties to which Teva and IVAX
may be subject, as well as other statements including words such as
"anticipate," "believe," "plan," "estimate," "expect," "intend," "will,"
"should," "may" and other similar expressions, are "forward-looking statements"
under the Private Securities Litigation Reform Act of 1995. Such statements are
made based upon management's current expectations and beliefs concerning future
events and their potential effects on the company.
Actual results may differ materially from the results anticipated in these
forward-looking statements. Important factors that could cause or contribute to
such differences include whether and when the proposed acquisition will be
consummated and the terms of any conditions imposed in connection with such
closing, including any required divestitures in connection with obtaining
antitrust approvals, Teva's ability to rapidly integrate IVAX's operations and
achieve expected synergies, diversion of management time on merger-related
issues, Teva and IVAX's ability to successfully develop and commercialize
additional pharmaceutical products, the introduction of competitive generic
products, the impact of competition from brand-name companies that sell or
license their own generic products (so called "authorized generics") or
successfully extend the exclusivity period of their branded products, the
effects of competition on Copaxone(R) sales, regulatory changes that may prevent
Teva or IVAX from exploiting exclusivity periods, potential liability for sales
of generic products prior to completion of appellate litigation, including that
relating to Neurontin(R) and Allegra(R), the impact of pharmaceutical industry
regulation and pending legislation that could affect the pharmaceutical
industry, the difficulty of predicting U.S. Food and Drug Administration,
European Medicines Association and other regulatory authority approvals, the
regulatory environment and changes in the health policies and structure of
various countries, Teva's ability to successfully identify, consummate and
integrate acquisitions, exposure to product liability claims, dependence on
patent and other protections for innovative products, significant operations
outside the United States that may be adversely affected by terrorism or major
hostilities, fluctuations in currency, exchange and interest rates, operating
results and other factors that are discussed in Teva's Annual Report on Form
20-F, IVAX's Annual Report on Form 10-K and their other filings with the U.S.
Securities and Exchange Commission. Forward-looking statements speak only as of
the date on which they are made, and neither Teva nor IVAX undertakes no
obligation to update publicly or revise any forward-looking statement, whether
as a result of new information, future developments or otherwise.
This communication is being made in respect of the proposed merger involving
Teva and IVAX. In connection with the proposed merger, Teva has filed a
registration statement on Form F-4 containing a joint proxy statement/prospectus
for the shareholders of Teva and IVAX with the SEC. Before making any investment
decision, IVAX shareholders and other investors are urged to read the joint
proxy statement/prospectus regarding the merger and any other relevant documents
carefully in their entirety because they contain
important information about the proposed transaction. The registration statement
containing the joint proxy statement/prospectus and other documents are
available free of charge at the SEC's website, www.sec.gov. You may also obtain
the joint proxy statement/prospectus and other documents free of charge by
contacting IVAX Investor Relations at (305) 575-6000 or Teva Investor Relations
at 972-3-926-7554.