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 Company: Ivax Corporation
Registration Statement File No. 001-09623
[TEVA LOGO]
Teva Pharmaceutical Industries Ltd. Web Site: www.tevapharm.com
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Contact: Dan Suesskind
Chief Financial Officer
Teva Pharmaceutical Industries Ltd.
(011) 972-2-589-2840
George Barrett
President and CEO
Teva North America
(215) 591-3030
Liraz Kalif / Kevin Mannix
Teva Investor Relations
(011) 972-3-926-7554 / (215) 591-8912
FOR IMMEDIATE RELEASE
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TEVA ANNOUNCES FINAL RESULTS OF MERGER CONSIDERATION IN
CONNECTION WITH IVAX ACQUISITION
Jerusalem, Israel, February 1, 2006 - Teva Pharmaceutical Industries Ltd.
(Nasdaq: TEVA) announced today the final results of the elections made by the
shareholders of Ivax Corporation for the form of merger consideration to be
received in Teva's acquisition of Ivax, which closed on January 26, 2006.
Pursuant to the merger agreement between the parties, Ivax shareholders had the
right to elect to receive for each Ivax share they owned either 0.8471 Teva ADRs
or $26.00 in cash, subject to proration. Based on the final results of the
elections, the merger consideration to be paid to Ivax shareholders is:
o Stock Elections: Ivax shareholders who validly elected to receive all
stock will receive 0.8471 Teva ADRs for 51.90922% of their shares of
Ivax common stock and $26.00 in cash for approximately 48.09078% of
their shares of Ivax common stock, or effectively on a per share
basis: 0.4397 Teva ADRs and $12.50 for each share of Ivax common stock
for which such election was made;
o Cash Elections: Ivax shareholders who validly elected to receive all
cash will receive $26.00 in cash for each share of Ivax common stock
for which such election was made; and
o Non-Elections: Ivax shareholders who did not make a valid election
will receive $26.00 in cash for each share of Ivax common stock.
Pursuant to the merger agreement, fractional ADRs will not be issued. In lieu
thereof, Ivax shareholders will receive cash.
Share exchange instructions and a letter of transmittal will be mailed to
non-electing Ivax shareholders shortly. Ivax shareholders who made an effective
stock or cash election do not need to do anything further in order to receive
their merger consideration.
Teva Pharmaceutical Industries Ltd., headquartered in Israel, is among the top
20 pharmaceutical companies in the world and is the leading generic
pharmaceutical company. The company develops, manufactures and markets generic
and innovative human pharmaceuticals and active pharmaceutical ingredients, as
well as animal health pharmaceutical products. Close to 90% of Teva's sales are
in North America and Europe.
Safe Harbor Statement under the U. S. Private Securities Litigation Reform Act
of 1995: This release contains forward-looking statements, which express the
current beliefs and expectations of management. Such statements are based on
management's current beliefs and expectations and involve a number of known and
unknown risks and uncertainties that could cause Teva`s future results,
performance or achievements to differ significantly from the results,
performance or achievements expressed or implied by such forward-looking
statements. Important factors that could cause or contribute to such differences
include Teva's ability to rapidly integrate Ivax Corporation's operations and
achieve expected synergies, Teva`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 under generic trade
dress and at generic prices (so called "authorized generics") or seek to delay
the introduction of generic products, regulatory changes that may prevent Teva
from exploiting exclusivity periods, potential liability for sales of generic
products prior to a final court decision, including that relating to the generic
versions of Allegra(R), Neurontin(R), Oxycontin(R) and Zithromax(R), the effects
of competition on Copaxone(R) sales, 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 and its 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
the Company undertakes no obligation to update publicly or revise any
forward-looking statement, whether as a result of new information, future
developments or otherwise.
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