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 Company: Ivax Corporation
Registration Statement File No. 001-09623
[GRAPHIC OMITTED]
Teva Pharmaceutical Industries Ltd. Web Site: www.tevapharm.com
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Contact: Dan Suesskind
Chief Financial Officer
Teva Pharmaceutical Industries Ltd.
(011) 972-2-589-2840
George Barrett
President and CEO
Teva North America
(215) 591-3030
Liraz Kalif / Kevin Mannix
Teva Investor Relations
(011) 972-3-926-7554 / (215) 591-8912
FOR IMMEDIATE RELEASE
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TEVA COMPLETES ACQUISITION OF IVAX
Strengthens Global Leadership in Generics, Adds New Product Lines and
Growth Markets
Jerusalem, Israel, January 26, 2006 - 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
twelve 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:
o 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;
o 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
o 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.