Post by icemandios on Jan 8, 2019 16:49:52 GMT
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."
<PAGE>
2
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.
<PAGE>
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."
<PAGE>
2
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.
<PAGE>
I have alluded to it in the past just anecdotally. I remember being royally po'd that I could not receive all stock, but I took the max and later sold it from time to time, later using the cash and a chunk to acquire my OPKO which I still hope will behave as well or near as well.