Filed by: Teva Pharmaceutical Industries Limited
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed
pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Companies: Ivax Corporation
Commission File No. 001-09623
The following slides were part of a presentation to investors on July 26, 2005.
Pharmaceutical Industries Ltd.
July 2005
TODAY’S PRESENTATION CONTAINS FORWARD LOOKING STATEMENTS WHICH EXPRESS THE CURRENT BELIEFS AND EXPECTATIONS OF MANAGEMENT. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS AND INVOLVE A NUMBER OF KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES THAT COULD CAUSE TEVA’S FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS TO DIFFER SIGNIFICANTLY FROM THE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE TEVA’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 THEIR OWN GENERIC PRODUCTS OR SUCCESSFULLY EXTEND THE EXLUSIVITY PERIOD OF THEIR BRANDED PRODUCT, TEVA’S ABILITY TO RAPIDLY INTEGRATE THE OPERATIONS OF ACQUIRED BUSINESSES, THE AVAILABILITY OF PRODUCT LIABILITY COVERAGE IN THE CURRENT INSURANCE MARKET, THE IMPACT OF PHARMACEUTICAL INDUSTRY REGULATION AND PENDING LEGISLATION THAT COULD AFFECT THE PHARMACEUTICAL INDUSTRY, THE DIFFICULTY OF PREDICTING U.S. FOOD AND DRUGS ADMINISTRATION (“FDA”) AND OTHER REGULATORY AUTHORITY APPROVALS, THE REGULATORY ENVIRONMENT AND CHANGES IN THE HEALTH POLICIES AND STRUCTURE OF VARIOUS COUNTRIES, ACCEPTANCE AND DEMAND FOR NEW PHARMACEUTICAL PRODUCTS AND NEW THERAPIES, UNCERTAINTIES REGARDING MARKET ACCEPTANCE OF INNOVATIVE PRODUCTS NEWLY LAUNCHED, CURRENTLY BEING SOLD OR IN DEVELOPMENT, THE IMPACT OF RESTRUCTURING OF CLIENTS, RELIANCE ON STRATEGIC ALLIANCES, EXPOSURE TO PRODUCT LIABILITY CLAIMS, DEPENDENCE ON PATENT AND OTHER PROTECTIONS FOR INNOVATIVE PRODUCTS, FLUCTUATIONS IN CURRENCY, EXCHANGE AND INTEREST RATES, OPERATING RESULTS, OTHER FACTORS THAT ARE DISCUSSED IN TEVA’S ANNUAL REPORT ON FORM 20-F AND ITS OTHER FILINGS WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”). FORWARD LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE, AND THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY OR REVISE ANY FORWARD LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
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Teva Acquisition of Ivax
Transaction Overview Strategic Rationale Financial Benefits
Complementary Businesses, Geographies and Technologies A Leading Generic Company Summary
| 3 |
|
Transaction Overview
Teva to acquire Ivax for approximately $7.4 billion Teva to assume Ivax’s existing debt (approximately $1B)
Financed with a combination of equity, debt and cash
Combination brings together complementary products, pipelines and geographies enhancing growth opportunities Direct presence in more than 50 countries and sales in many more Approximately 25,000 employees
Creates cost and sales synergies in generics and innovative businesses and increased vertical integration
Annual run-rate of sales at closing expected to exceed $7 billion
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Strategic Rationale
Enhances leadership position in the US, expands strong presence in Europe and significantly boosts reach in Latin America
Brings together exciting prospects for growth, with new proprietary drug offerings in key therapeutic areas including Respiratory (Ivax), Central Nervous System (Teva and Ivax) and Oncology (Teva and Ivax)
Enhances vertical integration between API (active pharmaceutical ingredients) and Pharma
Ability to respond, on a global scale, to the widest range of requirements of patients, customers, and healthcare providers, both therapeutically and economically
| 5 |
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Financial Benefits
Transaction expected to become accretive to earnings within first year after closing
Ample opportunities for synergies of up to $150 million by the end of the second year after closing
Synergies will come from efficiencies in manufacturing, SG&A and R&D Consolidation of operations COGS reduction due to vertical integration Economies of scale in sourcing
Sales synergies Complementary distribution
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Complementary Businesses
($ in millions)
2004 Revenue Contribution Analysis
| Teva |
|
– $4,799 million Ivax – $1,837 million Pro Forma – $6,636 million |
2004 Revenue by Product Type
($ in millions)
API & Other $523
11%
Innovative $527
11%
78%
Generic $3,749
Generic $1,217
66%
34%
Branded $620
API & Other $523
Innovative $527
Branded $620
8%
8%
9%
75%
Generic $4,966
| (1) |
|
Figures are based on publicly available information |
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Complementary Geographies
Strengthens leadership in US generics Portfolio Pipeline Technologies
Enhances current leadership position in the UK
Obtains leadership position in France, Russia and Czech Republic and gains strong base in Poland
Builds leading presence in Latin America including Venezuela, Chile and Peru and complements Teva’s position in Mexico and Argentina
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|
Complementary Geographies
($ in millions)
| Teva |
|
– $4,799 million Ivax – $1,880 million(1) Pro Forma – $6,679 million(1) |
2004 Revenue by Geography
ROW $495
10%
| Europe |
|
$1,245 26% |
64%
North America $3,059
Europe $704
37%
46%
Latin America $316
17%
North America $860
Europe $1,949
29%
ROW $811
12%
59%
North America $3,919
| (1) |
|
Excludes $42.1 million in Ivax corporate overhead and other expenses |
| (2) |
|
Figures are based on external reporting published by each company respectively |
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Complementary Technologies
Combined technology coverage includes
Tablets Capsules
Controlled release Ointments Creams Liquids Suspensions Soft gels Injectibles Metered dose inhalers Nasal sprays Breath actuated inhalers Breath operated inhalers
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Global Generic Research & Development
Value in combined pipeline Increased filings at FDA Complementary therapeutic areas Increased likelihood of first to file (FTF)
Shared broad line philosophy Strong scientific capabilities and technology across markets and geographies
Opportunities to leverage development across markets Exploit centers of excellence
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Expanded Therapeutic Proprietary Portfolio
Maintain targeted presence in key branded areas
Teva
MS
| Copaxone-market |
|
leader |
| Oral |
|
MS candidates include Copaxone and Laquinimod |
Other Neurology
| Agilect/Azilect |
|
for Parkinson’s |
| Pipeline |
|
targeting Alzheimer’s |
Other
| Autoimmune |
|
| Lupus |
|
| Oncology |
|
Ivax
Respiratory
| Unique |
|
breath-operated inhaler technology |
| Environmentally |
|
friendly inhalers |
Oncology
| Extensive |
|
pipeline |
| Nine |
|
products in various stages of clinical development |
| Other |
|
products in pre-clinical development |
Neurology
| MS |
|
| Epilepsy |
|
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A Leading Generic Company
Top 8 generic drug manufacturers (based on 2004 sales)
($ in millions)
Sales $M $7,000 $6,000 $5,000 $4,000 $3,000 $2,000 $1,000 $0 $6,109 $5,100 $1,916 $1,427 $1,276 $1,270 $1,253 $1,178
Teva+Ivax
Sandoz+Hexal+Eon
Merck
KGaA Ratiopharm
| Company |
|
Watson |
Alpha rma
Mylan
Ranbaxy
Source: financial reports; Ratiopharm sales—company website
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Financial Terms of the Transaction
Purchase consideration $26 per Ivax share, via cash election merger, comprised of $26 in cash or 0.8471 Teva shares (total consideration: $7.4B for stock and approximately $1B for Ivax’s debt) Form of consideration subject to proration, based on Ivax shareholders’ election, to maintain an aggregate consideration of 50% cash/50% stock Assuming full proration, each Ivax shareholder will receive 0.4235 Teva shares and $13 in cash for each Ivax share Election as to form of consideration to be made by the date of Ivax shareholders meeting Outstanding Ivax options rolled over into Teva options with the same terms
Consideration per share $26.00 per Ivax share based on Teva’s five-day average closing share price of $30.69 Implies 13.6% premium to Ivax’s closing price as of 7/22/05
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Summary
Combination strengthens global leadership in generics, adds new product lines and growth markets
Transaction brings together businesses with complementary geographies, products and pipelines
Creates cost and sales synergies in generics and innovative businesses and increased vertical integration
Compelling financial rationale EPS accretive within twelve months Substantial synergy opportunities Build on strengths of each company as integration begins
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Pharmaceutical Industries Ltd.
July 2005