-----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, Jfwy92gPnvVaPFSqu7EHI/PaMu3zTO3ps8wwEYqdt4h/Gz36fPGfTiAi/UDjUosN 30BJzYZtdiKkHrc7HP5N3g== 0000950144-05-012995.txt : 20051222 0000950144-05-012995.hdr.sgml : 20051222 20051222172239 ACCESSION NUMBER: 0000950144-05-012995 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20051222 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051222 DATE AS OF CHANGE: 20051222 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: 051283029 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 g98957e8vk.htm IVAX CORPORATION IVAX Corporation
 

 
 
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) December 22, 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):
x   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))
 
 

 


 

Item 8.01 Other Events
     On December 22, 2005, IVAX Corporation (“IVAX”) issued a joint press release with Teva Pharmaceutical Industries Limited (“Teva”) announcing the anticipated closing date in connection with IVAX’ pending acquisition by Teva. 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 December 22, 2005.

2


 

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: December 22, 2005

3

EX-99.1 2 g98957exv99w1.htm PRESS RELEASE Press Release
 

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 Sign Consent Order,
Schedule Anticipated Closing Date for Merger
Jerusalem, Israel and Miami, Florida, December 22, 2005 – Teva Pharmaceutical Industries Ltd. (Nasdaq: TEVA) and IVAX Corporation (AMEX: IVX) announced today that, as expected, they have signed a consent order for submission to the U.S. Federal Trade Commission (“FTC”) in connection with the pending acquisition of IVAX by Teva. The scope of the consent order is consistent with what the parties have anticipated throughout the FTC review process. Completion of the FTC review process is the last remaining regulatory condition to the consummation of the transaction.
Teva and IVAX have scheduled an anticipated closing date of January 12, 2006. However, the transaction cannot be closed without the acceptance of the consent order by the Commissioners of the FTC, and such acceptance has not as yet been obtained. If the FTC acceptance of the consent order is not obtained by such date, the closing will be postponed and a further notice regarding a closing date will be given.
IVAX shareholders are reminded that, given an anticipated closing date of January 12, 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 10, 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 the conditions imposed in connection with such closing, including divestitures required 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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