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
[TEVA LOGO] [IVAX LOGO]
TEVA Pharmaceutical Industries Ltd.
Web Site: www.tevapharm.com Web Site: www.ivax.com
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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
Director, Investor Relations
Dorit Meltzer and Corporate Communications
Director, Investor Relations IVAX Corporation
TEVA Pharmaceutical Industries Ltd. (305) 575-6043
(011) 972-3-926-7554
FOR IMMEDIATE RELEASE
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TEVA TO ACQUIRE IVAX FOR $ 7.4 BILLION
Combination Will Strengthen Global Leadership in Generics,
Add New Product Lines and Growth Markets
The Companies will host a Webcast Conference Call at 08:30 EST
Jerusalem, Israel and Miami, Florida, July 25, 2005 - TEVA Pharmaceutical
Industries Ltd. (Nasdaq: TEVA) and IVAX Corporation (AMEX: IVX) jointly
announced today that they have signed a definitive agreement providing for the
acquisition of IVAX by TEVA. Under the terms of the agreement, shares of IVAX
common stock will, at the election of the shareholder, be converted into either
$26 in cash or 0.8471 TEVA ADRs, subject to proration such that no more than
one-half of such elections are for cash and no more than half are for TEVA ADRs.
Based upon the NASDAQ average closing price of TEVA's ADRs in the 5 days up to
and including July 22, 2005, the transaction has a total indicated purchase
price of approximately $ 7.4 billion. As a result of the transaction, it is
expected that IVAX shareholders will own approximately 15% of TEVA on a
fully-diluted basis. The cash portion of the consideration will be funded using
a combination of TEVA's cash on hand and committed credit facilities. The boards
of directors of both companies have unanimously approved the transaction.
Commenting on today's transaction, Israel Makov, TEVA's President and CEO, said:
"This is a truly exciting day for TEVA. IVAX, like TEVA, has been a pioneer in
its strategies for globalization and growth. Bringing our two companies together
will vastly enhance our leadership position in the global generic industry. The
combination of our two complementary businesses will allow TEVA to expand and
strengthen our global generic and branded businesses with additional products, a
deeper pipeline, and a wider presence in new therapeutic areas and growth
markets."
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IVAX and TEVA are an exceptionally good match. In terms of geographies, IVAX
brings a strong presence in Latin America and in Central and Eastern Europe, and
complementary operations in North America and Europe. IVAX also brings
complementary product lines in generics, a significant respiratory business, and
a rich pipeline of generic and proprietary products in the areas of respiratory,
CNS, and oncology. Based on the existing operations of TEVA and IVAX and
assuming completion of the transaction, TEVA will generate sales of over $7
billion, it will operate directly in over 50 countries, and will employ
approximately 25,000 people. The combined company will offer the widest range of
cost-effective pharmaceuticals, both generic and branded, to consumers,
customers, and healthcare providers.
Dr. Phillip Frost, IVAX' Chairman and CEO said, "We have had longstanding
business and personal relationships at TEVA, and have a strong sense of respect
for the high ethical standards that have guided their sustained history of
increasing shareholder value. We look forward with eagerness to the development
of the new TEVA as a world-renowned leader in providing cost-effective medicines
and innovative drugs to improve therapeutic outcomes."
Mr. Makov added: "The IVAX transaction significantly supports our long term
strategy of profitable growth and global leadership. We believe that both
companies share similar values and cultures, which I am confident will help us
to create a smooth transition and ensure considerable synergies. We expect the
transaction to become accretive within the first year."
In conclusion, Mr. Makov said: "Today TEVA and IVAX have taken the bold step of
consolidating to create what we believe will be the largest company in the
generic industry, one which will generate real value for our shareholders,
employees, and customers."
Transaction Terms
The transaction, which involves a triangular merger structure that will cause
IVAX to become a subsidiary of TEVA, will be submitted for approval by the
shareholders of both IVAX and TEVA and is subject to antitrust notification and
clearance statutes in both the U.S. and Europe as well as other customary
conditions. Dr. Phillip Frost and other management shareholders of IVAX, holding
an aggregate of approximately 19% of the outstanding shares of Common Stock of
IVAX have agreed to vote their shares in favor of the transaction. The
transaction is designed to qualify as a tax-free reorganization under U.S. tax
laws. The transaction is expected to close in late 2005 or early 2006.
Lehman Brothers and Credit Suisse First Boston acted as financial advisors to
TEVA in this transaction, and UBS Investment Bank acted as exclusive financial
advisors to IVAX. The external legal counsel for TEVA was Willkie Farr &
Gallagher LLP and Tulchinsky - Stern & Co., Law Offices and for IVAX, Greenberg
Traurig, LLP.
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Conference Call and Webcast Information
TEVA and IVAX will host a conference call and live webcast on Monday, July 25
2005 at 08:30 a.m. EST (15:30 Israel time) to discuss the acquisition. A
Question & Answer session will follow this discussion. Investors and other
interested parties may also access a live webcast through TEVA's web site at
www.tevapharm.com. Please log in at least 10 minutes prior to the conference
call in order to download the applicable audio software. Following the
conclusion of the call, a replay of the webcast will be available within 24
hours at the Company's web site. Alternatively, a replay of the call will be
available within two hours after the call, and can be accessed until August 1,
2005 at midnight (EST), by calling (1-877-660-6853 in the U.S. or 1-201-612-7415
outside the U.S., Account # 3055 and entering the conference call ID 162720.
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. TEVA's innovative
R&D focuses on developing novel drugs for diseases of the central nervous
system.
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 anticipated synergies, savings and financial and operating
performance, including estimates for growth, trends in each of TEVA
Pharmaceutical Industries Ltd.'s and IVAX Corporation's operations and financial
results, the markets for TEVA's and IVAX' products, the future development of
TEVA's and IVAX' business, 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, TEVA's ability to rapidly integrate IVAX' operations and achieve
expected synergies, diversion of management time on merger-related issues, TEVA
and IVAX' 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, 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' 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 will be filing a
registration statement on Form F-4 containing a proxy statement/prospectus for
the stockholders of TEVA and IVAX, and IVAX will be filing a proxy statement for
the stockholders of IVAX, and each will be filing other
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documents regarding the proposed transaction, with the SEC. Before making any
voting or investment decision, IVAX' and TEVA's stockholders and investors are
urged to read the proxy statement/prospectus regarding the merger and any other
relevant documents carefully in their entirety when they become available
because they will contain important information about the proposed transaction.
Once filed, the registration statement containing the proxy statement/prospectus
and other documents will be available free of charge at the SEC's website,
www.sec.gov. You will also be able to obtain the proxy statement/prospectus and
other documents free of charge by contacting IVAX Investor Relations, c/o David
Malina at 4400 Biscayne Boulevard, Miami, Florida 33137, 1800-980-4829 or TEVA
Investor Relations c/o Dorit Meltzer at P.O.Box 3190, Petah-Tiqva 49131, Israel,
972-3-926-7554.
TEVA, IVAX and their respective directors and executive officers and other
members of management and employees may be deemed to participate in the
solicitation of proxies in respect of the proposed transactions. Information
regarding IVAX' directors and executive officers is available in IVAX' proxy
statement for its 2004 annual meeting of stockholders, which was filed with the
SEC on May 2, 2005, and information regarding TEVA's directors and executive
officers is available in TEVA's Annual Report on Form 20-F for the year ended
December 31, 2004, which was filed with the SEC on March 17, 2005. Additional
information regarding the interests of such potential participants will be
included in the proxy statement/prospectus and the other relevant documents
filed with the SEC when they become available.