-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lp0BXvf3BfUJBN2c8vnEBYIXxr3YXXYLFvRD/yj2GM5l9c7ilLG6rTYFiO7Yxt/Y JRBL8bU8IH2cV3KOo8+XKw== 0000950144-05-010795.txt : 20051027 0000950144-05-010795.hdr.sgml : 20051027 20051027164535 ACCESSION NUMBER: 0000950144-05-010795 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20051027 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051027 DATE AS OF CHANGE: 20051027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IVAX CORP CENTRAL INDEX KEY: 0000772197 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 161003559 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09623 FILM NUMBER: 051160514 BUSINESS ADDRESS: STREET 1: 4400 BISCAYNE BLVD CITY: MIAMI STATE: FL ZIP: 33137 BUSINESS PHONE: 3055756000 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD CITY: MIAMI STATE: FL ZIP: 33137 FORMER COMPANY: FORMER CONFORMED NAME: IVAX CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: IVACO INDUSTRIES INC DATE OF NAME CHANGE: 19871213 FORMER COMPANY: FORMER CONFORMED NAME: INLAND VACUUM INDUSTRIES INC DATE OF NAME CHANGE: 19870611 8-K 1 g97911e8vk.htm IVAX CORPORATION IVAX Corporation
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 27, 2005
IVAX Corporation
(Exact name of registrant as specified in its charter)
         
Florida   1-09623   16-1003559
         
(State or other jurisdiction of
incorporation)
  (Commission file number)   (I.R.S. Employer Identification
Number)
         
     
4400 Biscayne Boulevard,
Miami, Florida
   
33137
     
(Address of principal executive offices)   (Zip Code)
(305) 575-6000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
þ   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 8.01 Other Events
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Press Release issued October 27, 2005


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Item 8.01 Other Events
     On October 27, 2005, IVAX Corporation (“IVAX”) issued a press release announcing that at a special meeting of the IVAX shareholders on October 27, 2005, its shareholders approved the Agreement and Plan of Merger, dated as of July 25, 2005, among IVAX, TEVA Pharmaceutical Industries Limited, Ivory Acquisition Sub, Inc. and Ivory Acquisition Sub II, Inc. A copy of the press release is attached hereto as exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
     
Exhibit No.   Description
99.1
  Press Release issued October 27, 2005.

 


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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  IVAX CORPORATION
 
 
  By:   /s/ Steven D. Rubin  
    Name:   Steven D. Rubin   
    Title:   Senior Vice President, General Counsel and Secretary   
 
Date: October 27, 2005

 

EX-99.1 2 g97911exv99w1.htm PRESS RELEASE ISSUED OCTOBER 27, 2005 Press Release issued October 27, 2005
 

Exhibit 99.1
     
(TEVA LOGO)
  (IVAX LOGO)
Teva Pharmaceutical Industries Ltd. Web Site: www.tevapharm.com
  Web Site: www.ivax.com
 
         
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
 
      Vice President, Investor Relations
 
      and Corporate Communications
 
  Investor Relations   IVAX Corporation
 
  Teva Pharmaceutical Industries Ltd.   (305) 575-6043
 
  (011) 972-3-926-7554    
FOR IMMEDIATE RELEASE
Teva and IVAX Shareholders Approve Pending Merger
Jerusalem, Israel and Miami, Florida, October 27, 2005 — Teva Pharmaceutical Industries Ltd. (Nasdaq: TEVA) and IVAX Corporation (AMEX: IVX) announced that, at separate shareholder meetings held earlier today, their shareholders overwhelmingly approved the respective proposals submitted to them relating to the acquisition of IVAX by Teva. In excess of 98% of both the Teva shares and the IVAX shares voting voted in favor of the transaction.
“We are pleased with the overwhelming support demonstrated by both Teva and IVAX shareholders in approving the merger and thereby endorsing our strategic vision for the combined company. We look forward to completing the transaction, as we work to obtain the requisite antitrust approvals as expeditiously as possible.” stated Israel Makov, Teva’s President and Chief Executive Officer.
Commenting on the vote, Dr. Phillip Frost, Chairman and Chief Executive Officer of IVAX, stated “I am pleased the IVAX shareholders voted overwhelmingly to approve the merger with Teva. IVAX and Teva are two strong organizations with successful track records. We look forward to the success of the combined organizations.”
As previously announced, the companies continue to expect that the transaction will close in late 2005 or early 2006.
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 and the terms of any conditions imposed in connection with such closing, including any required divestitures in connection with obtaining antitrust approvals, 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® 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® and Allegra®, 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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