U.S. Federal Trade Commission Clears Teva/IVAX Merger; Closing Scheduled for January 26, 2006
January 23 2006 - 2:30AM
Business Wire
Teva Pharmaceutical Industries Ltd. (Nasdaq: TEVA) and IVAX
Corporation (AMEX: IVX) announced today that the U.S. Federal Trade
Commission ("FTC") has accepted the proposed consent order for
public comment and granted early termination of the Hart Scott
Rodino waiting period, thereby permitting the parties to close the
transaction. The parties have now obtained all regulatory approvals
required to close the transaction and, accordingly, have scheduled
a closing date of January 26, 2006. IVAX shareholders are advised
that, given a scheduled closing date of January 26, 2006, the
election deadline for making a cash or stock election under the
merger agreement will be 5:00 p.m., New York City time, on January
24, 2006. Under the consent order that has been executed by the
parties and accepted for public comment by the FTC, Teva and IVAX
are required to divest certain formulations of eleven generic drugs
with respect to which they have a product overlap, representing
approximately $15 million in aggregate annual sales. In addition,
generic distribution relationships that IVAX had with respect to
certain amoxicillin, amoxicillin and clavulanate, leuprolide, and
calcitriol products have been or will be terminated and assigned to
other companies. 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, 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 Allegra(R),
Neurontin(R), Oxycontin(R) and Zithromax(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.
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