Business Services Industry
TEVA to Acquire IVAX for $ 7.4 Billion; Combination Will Strengthen Global Leadership in Generics, Add New Product Lines and Growth Markets; The Companies will host a Webcast Conference Call at 08:30 EDT
Business Wire, July 25, 2005
JERUSALEM & MIAMI -- TEVA Pharmaceutical Industries Ltd. (Nasdaq:TEVA) and IVAX Corporation (AMEX:IVX) jointly announced today that they have signed a definitive agreement providing for the acquisition of IVAX by TEVA. Under the terms of the agreement, shares of IVAX common stock will, at the election of the shareholder, be converted into either $26 in cash or 0.8471 TEVA ADRs, subject to proration such that no more than one-half of such elections are for cash and no more than half are for TEVA ADRs. Based upon the NASDAQ average closing price of TEVA's ADRs in the 5 days up to and including July 22, 2005, the transaction has a total indicated purchase price of approximately $7.4 billion. As a result of the transaction, it is expected that IVAX shareholders will own approximately 15% of TEVA on a fully-diluted basis. The cash portion of the consideration will be funded using a combination of TEVA's cash on hand and committed credit facilities. The boards of directors of both companies have unanimously approved the transaction.
Commenting on today's transaction, Israel Makov, TEVA's President and CEO, said: "This is a truly exciting day for TEVA. IVAX, like TEVA, has been a pioneer in its strategies for globalization and growth. Bringing our two companies together will vastly enhance our leadership position in the global generic industry. The combination of our two complementary businesses will allow TEVA to expand and strengthen our global generic and branded businesses with additional products, a deeper pipeline, and a wider presence in new therapeutic areas and growth markets."
IVAX and TEVA are an exceptionally good match. In terms of geographies, IVAX brings a strong presence in Latin America and in Central and Eastern Europe, and complementary operations in North America and Europe. IVAX also brings complementary product lines in generics, a significant respiratory business, and a rich pipeline of generic and proprietary products in the areas of respiratory, CNS, and oncology. Based on the existing operations of TEVA and IVAX and assuming completion of the transaction, TEVA will generate sales of over $7 billion, it will operate directly in over 50 countries, and will employ approximately 25,000 people. The combined company will offer the widest range of cost-effective pharmaceuticals, both generic and branded, to consumers, customers, and healthcare providers.
Dr. Phillip Frost, IVAX' Chairman and CEO said, "We have had longstanding business and personal relationships at TEVA, and have a strong sense of respect for the high ethical standards that have guided their sustained history of increasing shareholder value. We look forward with eagerness to the development of the new TEVA as a world-renowned leader in providing cost-effective medicines and innovative drugs to improve therapeutic outcomes."
Mr. Makov added: "The IVAX transaction significantly supports our long term strategy of profitable growth and global leadership. We believe that both companies share similar values and cultures, which I am confident will help us to create a smooth transition and ensure considerable synergies. We expect the transaction to become accretive within the first year."
In conclusion, Mr. Makov said: "Today TEVA and IVAX have taken the bold step of consolidating to create what we believe will be the largest company in the generic industry, one which will generate real value for our shareholders, employees, and customers."
Transaction Terms
The transaction, which involves a triangular merger structure that will cause IVAX to become a subsidiary of TEVA, will be submitted for approval by the shareholders of both IVAX and TEVA and is subject to antitrust notification and clearance statutes in both the U.S. and Europe as well as other customary conditions. Dr. Phillip Frost and other management shareholders of IVAX, holding an aggregate of approximately 19% of the outstanding shares of Common Stock of IVAX have agreed to vote their shares in favor of the transaction. The transaction is designed to qualify as a tax-free reorganization under U.S. tax laws. The transaction is expected to close in late 2005 or early 2006.
Lehman Brothers and Credit Suisse First Boston acted as financial advisors to TEVA in this transaction, and UBS Investment Bank acted as exclusive financial advisors to IVAX.
The external legal counsel for TEVA was Willkie Farr & Gallagher LLP and Tulchinsky - Stern & Co., Law Offices and for IVAX, Greenberg Traurig, LLP.
Conference Call and Webcast Information
TEVA and IVAX will host a conference call and live webcast on Monday, July 25 2005 at 08:30 a.m. EDT (15:30 Israel time) to discuss the acquisition. A Question & Answer session will follow this discussion. Investors and other interested parties may also access a live webcast through TEVA's web site at http://www.tevapharm.com. Please log in at least 10 minutes prior to the conference call in order to download the applicable audio software. Following the conclusion of the call, a replay of the webcast will be available within 24 hours at the Company's web site. Alternatively, a replay of the call will be available within two hours after the call, and can be accessed until August 1, 2005 at midnight (EDT), by calling 1-877-660-6853 in the U.S. or 1-201-612-7415 outside the U.S., Account # 3055 and entering the conference call ID 162720.
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