SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO/A

Amendment No. 1

Tender Offer Statement Under Section 14(d)(1) or Section 13(e)(1)
of the Securities Exchange Act of 1934

IVAX CORPORATION

(Name of Subject Company (issuer))

IVAX CORPORATION (Issuer)

(Name of Filing Person (identifying status as offeror, issuer or other person))

4.5% Convertible Senior Subordinated Notes due 2008
(Title of Class of Securities)

CUSIP Nos. 465823 AG 7, 465823 AE 2, 465823 AF 9 and U4608RAB1
(CUSIP Number of Class of Securities)

Steven D. Rubin, Esq.
Senior Vice President, General Counsel and Secretary
IVAX Corporation
4400 Biscayne Boulevard
Miami, Florida 33137
(305) 575-6000
(Name, address and telephone number of person authorized to receive notices and communications
on behalf of filing persons)

Copy to:
Alison W. Miller, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, Florida 33130
(305) 789-3200

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee**
$285,745,350	$33,632.23

*	For the purpose of calculating the filing fee only, this amount represents the maximum aggregate purchase price payable in connection with a change in control repurchase offer for the 4.5% Convertible Senior Subordinated Notes due 2008 pursuant to the applicable indenture, calculated as the sum of (a) $283,900,000, representing 100% of the principal amount of the notes outstanding, plus (b) $1,845,350, representing accrued and unpaid interest on the notes through January 6, 2006, the day prior to the currently anticipated repurchase date.
**	Previously paid.
o	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Not applicable.	Filing Party: Not applicable.
Form or Registration No.: Not applicable.	Date Filed: Not applicable.

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1.

þ issuer tender offer subject to Rule 13e-4.

o going private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

     Pursuant to the terms of and subject to the conditions set forth in the Indenture dated as of May 4, 2001 (the “Indenture”) between IVAX Corporation (“IVAX”) and U.S. Bank Trust National Association, n/k/a U.S. Bank National Association, as trustee (the “Trustee”), this Amendment No. 1 to Tender Offer Statement on Schedule TO (the “Amendment”) is filed by IVAX with respect to the right of each holder of IVAX’ 4.5% Convertible Senior Subordinated Notes due 2008 (the “Notes”) to sell to IVAX, and the obligation of IVAX to repurchase from each holder who exercises this right, the Notes pursuant to the terms and conditions of the Notice of a Change in Control and Offer to Purchase dated November 23, 2005 (as may be amended or supplemented from time to time, the “Offer to Purchase”) attached hereto as Exhibit (a)(1), the Indenture and the Notes (the “Offer”). A Change in Control (as defined in the Indenture) with respect to IVAX occurred on October 27, 2005 when the shareholders of IVAX approved the merger of IVAX with a wholly owned subsidiary of Teva Pharmaceutical Industries Ltd. (the “Merger”). The Amendment amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by IVAX on November 23, 2005.

     The Offer will expire at 5:00 p.m., Eastern time, on Friday, December 23, 2005, unless extended or earlier terminated pursuant to a requirement of applicable law. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

     All of the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 11 in this Schedule TO except for those Items as to which information is specifically provided herein.

ITEM 1. SUMMARY TERM SHEET.

The information in the Offer to Purchase under the headings “Summary Term Sheet” is incorporated herein by reference. Holders can withdraw any tendered Notes if such Notes have not been accepted for payment by January 24, 2006.

ITEM 2. SUBJECT COMPANY INFORMATION.

(a)	Name and address. The issuer of the securities subject to the Offer to Purchase is IVAX Corporation, a Florida corporation. IVAX’ executive offices are located at 4400 Biscayne Boulevard, Miami, Florida 33137. IVAX’ telephone number is (305) 575-6000.
(b)	Securities. The subject class of securities is the Notes. The aggregate principal amount of the Notes outstanding is $283,900,000.
(c)	Trading market and price. There is no established trading market for the Notes. IVAX’ common stock underlying the Notes trades on the American Stock Exchange and the Warsaw Stock Exchange under the symbol “IVX” and the London Stock Exchange under the symbol “IVX.L.” The quarterly high and low trading prices for the underlying common stock is set forth in the Offer to Purchase under the heading “Price Range of Common Stock; Dividend” and is incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

(a) Name and address. IVAX is the filing person. The business address and telephone number of IVAX are set forth under Item 2(a) above. The executive officers and directors of IVAX are: Phillip Frost, M.D., Chairman of the Board and Chief Executive Officer; Neil Flanzraich, Vice Chairman and President; Thomas E. Beier, Chief Financial Officer; Rafick G. Henein, Senior Vice President; Frank C. Condella, Jr., President, IVAX Pharmaceuticals Europe; Thomas E. McClary, Chief Accounting Officer; Mark Andrews, Director; Betty G. Amos, Director; Jack Fishman, Ph.D., Director; Jane Hsiao, Ph.D., Director and Vice Chairman Technical and Regulatory Affairs; David Lieberman, Director; Richard C. Pfenniger, Jr., Director; Bertram Pitt, Ph.D., Director; and Zachariah P. Zachariah, Director. The address for each of the executive officers and directors is the same as the address for IVAX.

ITEM 4. TERMS OF THE TRANSACTION.

(a) Material Terms.

(1) Tender Offers. The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Introduction,” “Terms of the Offer,” “Acceptance of Notes for Payment,” “Expiration, Extension, Amendment, Termination or Withdrawal of the Offer,” “Procedures for Tendering Notes,” “Conditions of the Offer,” and “United States Federal Income Tax Consequences” is incorporated herein by reference.

(2) Mergers or Similar Transactions. Not applicable.

(b) Purchases. IVAX does not anticipate that it will purchase any Notes from any of its executive officers, directors or affiliates pursuant to the Offer to Purchase, however to the extent that any such persons hold Notes and tender such Notes pursuant to the terms of the Offer, IVAX is obligated under the terms of the Indenture to purchase such Notes.

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ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(e) Agreements involving the subject company’s securities.

     The Notes are governed by an Indenture, dated as of May 4, 2001, between IVAX Corporation and U.S. Bank Trust National Association, n/k/a U.S. Bank National Association, as trustee.

     In addition, IVAX is also party to the following additional agreements with respect to the securities of the Company:

     (1) The Agreement and Plan of Merger, dated July 25, 2005, by and among IVAX, Teva and two wholly owned subsidiaries of Teva, Ivory Acquisition Sub, Inc. and Ivory Acquisition Sub II, Inc., under which Ivory Acquisition Sub, Inc. will merge with and into IVAX and IVAX will survive the merger as a wholly owned subsidiary of Teva and will immediately thereafter merge with and into Ivory Acquisition Sub II, Inc. with Ivory Acquisition Sub II, Inc. continuing as the surviving corporation and a wholly owned subsidiary of Teva.

     (2) IVAX has adopted a shareholder rights plan which provides that the right to purchase from IVAX 1.1719 shares of IVAX’ common stock at a price of $9.60 per 1.1719 shares, subject to certain adjustments, is attached to each outstanding share of IVAX’ common stock. The description and terms of the rights are contained in that certain Rights Agreement dated December 29, 1997, between IVAX and ChaseMellon Shareholder Services, L.L.C, as amended on May 12, 2000.

     (3) IVAX is party to various other indentures, agreements and instruments relating to the debt securities of the Company, including convertible debt securities, each of which has been filed as an exhibit to the appropriate periodic report filed pursuant to the requirements of the Exchange Act and are incorporated by reference into the Offer to Purchase.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(a) Purposes. The information set forth in the Offer to Purchase under the headings “The Offer to Purchase” and “Summary Term Sheet” is incorporated herein by reference.

(b) Use of securities acquired. The Notes acquired in the transaction will be retired.

(c) Plans. Except as set forth in the Offer to Purchase and except for the Merger and the transactions contemplated in connection therewith, IVAX is not aware of any plans, proposals or negotiations that would result in (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving IVAX or any or all of its subsidiaries; (ii) a purchase, sale, or transfer of a material amount of assets of IVAX or any of its subsidiaries; (iii) any material change in the present dividend rate or policy, or indebtedness or capitalization of IVAX; (iv) any change in the present Board of Directors or management of IVAX; (v) any other material change in IVAX’ corporate structure or business; (vi) a class of equity security of IVAX being delisted from a national securities exchange; (vii) a class of equity security of IVAX becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (viii) the suspension of IVAX’ obligation to file reports pursuant to Section 15(d) of the Exchange Act; (ix) the acquisition by any person of any material amount of additional securities of IVAX or the disposition of securities of IVAX; or (x) any change in IVAX’ Articles of Incorporation, as amended, or By-Laws or any actions which could impede the acquisition of control of IVAX.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a) Source of Funds. The information in the Offer to Purchase under the heading “Summary Term Sheet” and “Source and Amount of Funds” is incorporated herein by reference.

(b) Conditions. None

(c) Borrowed funds. None.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a) Securities ownership. Except for Dr. Phillip Frost, Chairman of the Board and Chief Executive Officer of IVAX, who is the beneficial owner of $20.0 million principal amount of Notes, none of the Notes are beneficially owned by executive directors, officers or affiliates of IVAX.

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(b) Securities transactions. None.

ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

(a) Solicitations or recommendations. None.

ITEM 10. FINANCIAL STATEMENTS.

     IVAX does not believe it is required to include financial information due to the fact that this information is not material to holders of the Notes because, among other reasons, the consideration offered consists solely of cash, the offer is not subject to any financing condition, the offer is for all outstanding Notes and IVAX is a public reporting company that files reports electronically under the Exchange Act on EDGAR.

(b) Not applicable.

ITEM 11. ADDITIONAL INFORMATION.

(a) Agreements, regulatory requirements and legal proceedings. None.

(b) Other material information. None.

ITEM 12. EXHIBITS.

(a)(1)	Notice of Change in Control and Offer to Purchase dated November 23, 2005.*
(a)(5)(i)	Press Release dated November 23, 2005.*
(a)(5)(ii)	Notice Published in The New York Times and The Wall Street Journal.*
(d)(1)	Indenture dated May 4, 2001 by and between IVAX Corporation and U.S. Bank Trust National Association, as trustee (Incorporated by reference to IVAX Corporation’s Registration Statement on Form S-3 dated July 31, 2001.)
(d)(2)	Rights Agreement dated December 29, 1997, between IVAX Corporation and ChaseMellon Shareholder Services, L.L.C. (Incorporated by reference to IVAX Corporation’s Current Report on Form 8-K dated December 19, 1997).
(d)(3)	Amendment No. 1 dated May 12, 2000, to the Rights Agreement dated December 29, 1997, between IVAX Corporation and ChaseMellon Shareholder Services, L.L.C. (Incorporated by reference to IVAX Corporation’s Current Report on Form 8-K dated June 25, 2004).

* Previously filed.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

Not applicable.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 8, 2005	IVAX CORPORATION
	By:	/s/ Steven D. Rubin
		Name:	Steven D. Rubin
		Title:	Senior Vice President, General Counsel and Secretary

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CORRESP

Stearns Weaver Miller
Weissler Alhadeff & Sitterson, P.A.

Miami  n  Ft. Lauderdale  n  Tampa

December 8, 2005

VIA EDGAR AND FACSIMILE

Daniel F. Duchovny, Attorney-Advisor
Office of Mergers and Acquisitions
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-3628

Re: IVAX Corporation
Schedule TO-I
Filed November 23, 2005
File Number 005-37214

Dear Mr. Duchovny:

     This letter is in response to the Staff’s comments regarding the above-referenced filing, which you provided in your letter dated December 5, 2005. Each capitalized term used in this letter without definition has the meaning given to it in the above-referenced Schedule TO-I.

     Set forth below are IVAX’ responses to the comments in your letter. The numbering of the comments below corresponds to the numbering set forth in your letter.

Schedule TO-I

Item 4. Terms of the Transaction

1. With respect to your disclosure in subsection (b), please tell us why you need to qualify your disclosure “to the best of your knowledge.” What prevents you from knowing and disclosing this information? Please explain or delete the qualifier. Please also apply this comment to the disclosure in Item 8(a) of this Schedule.

     As disclosed in the Schedule TO-I, IVAX is required to conduct the Offer under the terms of the Indenture. The Indenture requires IVAX to purchase all Notes properly tendered and not withdrawn prior to the Expiration Date and does not permit IVAX to reject tenders of Notes from any Holder. Dr. Phillip Frost, the Chairman of the Board and Chief Executive Officer of IVAX, is the beneficial owner of $20.0 million aggregate principal amount of the Notes. Based upon discussions with Dr. Frost, IVAX does not believe that Dr. Frost will tender any Notes in the Offer. However, if Notes were to be tendered on Dr. Frost’s behalf then the

150 West Flagler Street, Suite 2200  n   Miami, Florida 33130  n  Phone (305) 789-3200  n  Fax (305) 789-3395  n  www.stearnsweaver.com

Daniel F. Duchovny
December 8, 2005
Page 2

Indenture would require IVAX to purchase those Notes. The disclosure in Item 4(b) of the Schedule TO-I has been revised accordingly as has Item 8(a) which has been amended to reflect the Notes beneficially owned by Dr. Frost.

Exhibit (a)(5)(i)

2. On page 2 of your press release you stated that the discussion therein contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Note that the safe harbor provisions for forward-looking statements contained in the federal securities laws do not apply to statements made in connection with a tender offer. See Section 21E(b)(2)(C) of the Securities Exchange Act of 1934 and Regulation M-A telephone interpretation M.2 available at www.sec.gov in the July 2001 Supplement to the Division of Corporation Finance’s Manual of Publicly Available Telephone Interpretations. Please confirm that you will avoid making reference to that Act in all future communications in connection with the tender offer.

     This will confirm that IVAX will not rely on the safe harbor afforded by the Private Securities Litigation Reform Act of 1995 in communications in connection with statements related to the Offer and will not make reference to that Act in connection with its future communications in connection with the Offer.

Notice of Change in Control and Offer to Purchase

Notice of Change in Control

3. We note that your offer expires on December 23, 2005 but you will only purchase tendered securities on January 9, 2006. We also note in the section “The Offer – Acceptance of Notes for Payment” that you will accept for payment the tendered securities on January 9. Please provide us your analysis for how this procedure complies with Rule 13e-4(f)(5). Alternatively, revise your disclosure throughout the offer document to comply with that rule.

     Section 3.07 of the Indenture expressly requires IVAX to hold the offer open for 30 days after the date of the Offer to Purchase and to repurchase all Notes validly tendered and not withdrawn 45 days after the date of the Offer to Purchase. IVAX believes it is appropriate to interpret the term “promptly” in Rule 13e-4(f)(5) in light of and consistent with the express terms of the Indenture. Under the terms of its Offer, on the first business day following the expiration of the 45-day period required by the Indenture, IVAX will purchase all Notes validly tendered and not withdrawn as of the close of business on December 23, 2005. As a result, IVAX believes that the terms of its Offer as set forth in its Schedule TO-I and Offer to Purchase comply with the provisions of Rule 13e-4(f)(5).

4. We note your disclosure in the third paragraph of this notice that the supplemental indenture will be executed “upon consummation of the Merger.” Please tell us, with a view toward revised disclosure, when you expect the merger to be completed.

n  www.stearnsweaver.comn

Daniel F. Duchovny
December 8, 2005
Page 3

     As previously disclosed in their public filings, IVAX and Teva presently expect the Merger to be completed in either late 2005 or the first quarter of 2006. However, a condition to the parties’ obligation to effect the Merger is the expiration of the waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. As disclosed in the press release filed as Exhibit 99.1 to IVAX’ Current Report on Form 8-K filed on November 25, 2005, IVAX will provide at least 15 days notice of the anticipated closing date of the Merger.

Summary Term Sheet, page 1

5. Refer to the disclosure under the question “Until what time can I withdraw previously tendered Notes?” Please specify the date that is 40 days from the commencement of the offer.

     The disclosure has been revised as requested in the Schedule TO-I.

     We have attempted to address each of the comments raised in your letter. If you have any questions or if we can provide any additional information, please feel free to contact me at (305) 789-3500.

     Thank you for your assistance.

Very truly yours,
 

/s/Alison W. Miller  

Alison W. Miller, Esq. 

cc: Steven D. Rubin, IVAX Corporation

n  www.stearnsweaver.comn

CORRESP

IVAX Corporation
4400 Biscayne Boulevard
Miami, Florida 33137

December 8, 2005

Daniel F. Duchovny, Attorney-Advisor
Office of Mergers and Acquisitions
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-3628

Re: IVAX Corporation
Schedule TO-I
Filed November 23, 2005
File Number 005-37214

Dear Mr. Duchovny:

     As requested in the Staff’s comment letter dated December 5, 2005 regarding the above referenced filing this letter will confirm, on behalf of IVAX, that:

• IVAX is responsible for the adequacy and accuracy of the disclosure in the above-referenced filing;

• staff comments or changes to disclosure in response to staff comments in the above-referenced filing do not foreclose the Commission from taking any action with respect to the above-referenced filing; and

• IVAX may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

     This letter will also serve to acknowledge that IVAX understands that the Division of Enforcement has access to all information IVAX provides to the Staff of the Division of Corporation Finance in its review of IVAX’ filing or in response to its comments on IVAX’ filing.

Very truly yours,
 

/s/ Steven D. Rubin  

Steven D. Rubin, Esq. 

Senior Vice President, General Counsel
and Secretary