Teva Completes Acquisition of IVAX; Strengthens Global Leadership in Generics, Adds New Product Lines and Growth Markets
January 26 2006 - 8:43AM
Business Wire
Teva Pharmaceutical Industries Ltd. (Nasdaq:TEVA) announced today
that it has completed its acquisition of IVAX Corporation
(AMEX:IVX). The combined company, which will operate under the Teva
name, will have a presence in over 60 countries and will employ
approximately 26,000 people. The two companies generated over $7
billion in revenues for the 12 months ending September 30, 2005.
"This is a truly exciting day for us," said Israel Makov, Teva's
President and CEO. "The combination of Teva and IVAX creates a
unique company that will be the clear global leader in generic
pharmaceuticals and a major player in the global healthcare
industry. We are strengthening both our generic and branded
businesses, deepening our pipeline, extending our geographic reach
and expanding our presence in new therapeutic areas and growth
markets. Teva will be able to respond to an exceptionally wide
range of patients', customers' and healthcare providers' needs,
both therapeutically and economically." Dr. Phillip Frost, former
Chairman and CEO of IVAX Corporation and now Vice Chairman of Teva,
said, "It's now several months since we announced the agreement for
IVAX to be acquired by Teva. During this time, we have gotten to
know many of the top executives, managers and other members of the
Teva family. One can only be impressed by their high level of
competence and dedication. I feel more certain than ever that IVAX
has found the right 'home' and will be ably managed by this
exceptional group--to the benefit of employees, customers, and
shareholders alike." Mr. Makov added, "Our plans for integrating
Teva and Ivax have already been put into motion. We have put in
place processes that will monitor the execution of those plans and
ensure that we maximize the potential value created by the merger
of these two industry leaders." As previously announced, Teva
expects the acquisition to become accretive by the end of the first
year. Teva will report consolidated financial results for both
companies with its first quarter 2006 results. Guidance for the
combined company's 2006 financial outlook is expected to be given
at that time. On January 26, 2006, IVAX became a wholly owned
subsidiary of Teva and ceased to be traded on the American Stock
Exchange. 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 preliminary results of the elections and
subject to confirmation of the validity of elections made, the
number and nature of guaranteed deliveries, whether the failed
deliveries relate to stock or cash elections and final proration
calculations, the merger consideration currently estimated to be
paid to IVAX shareholders is: -- Stock Elections: IVAX shareholders
who validly elected to receive all stock are expected to receive
0.8471 Teva ADRs for approximately 50.61% of their shares of IVAX
common stock and $26.00 in cash for approximately 49.39% of their
shares of IVAX common stock, or effectively on a per share basis:
0.4287 Teva ADRs and $12.84 for each share of IVAX common stock for
which such election was made; -- 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 -- Non-Elections: IVAX shareholders who did not make a
valid election will receive $26.00 in cash for each share of IVAX
common stock. The final results of the elections are expected to be
announced on or about Tuesday, January 31, 2006. 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. 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 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 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.
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