UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
Barr Pharmaceuticals, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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(1)
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined): |
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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing. |
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(1)
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Date Filed: |
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August/September 2008
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Barr Magazine
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Barr Pharmaceuticals, Inc. Global Magazine |
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Barr/Teva Combination At-A-Glance
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15.9% market share for all U.S.
pharmaceutical companies |
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23.9% market share for all U.S.
generic companies |
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The leadership position in the generic
industry in number of patent
challenges and success rate |
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More than 450 marketed generic
products in the U.S. |
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More than 230 generic applications
pending approval at FDA |
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Approximately 3,700 product
registrations pending in markets
in Europe and around the world |
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Approximately 30 proprietary
products in 3 specialty
pharmaceutical categories |
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Generic and Proprietary R&D funding
in excess of $820 million |
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One of the deepest pipelines in the
emerging area of generic biologics |
Historic Development for Barr
Dear Barr Colleagues,
We thought it fitting that this edition of Barr Magazine should be dedicated to the proposed
combination of Teva Pharmaceuticals and our company.
The offer by Teva to acquire Barr reflects their appreciation of the value of our vision and our
historical success in building a highly successful specialty pharmaceutical company with distinct
and unique generic and proprietary products. It also represents recognition of the hard work of
all 8,900 people of Barr in creating a successful, competitive company in an increasingly
competitive pharmaceutical environment.
Over the past 38 years, Barrs strength has in large part come from our ability to constantly
reinvent our company. Barr was a pioneer in the U.S. generic industry.
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In the 1990s, we refocused our company to concentrate on products
with barriers-to-entry that maximized profitability. |
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In 1994, we demonstrated the significant benefit for consumers of the generic
patent challenge process with the historic launch oftamoxifen citrate. |
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In 1997, we demonstrated the value of our barrier-to-entry strategy when
we became the first company to launch a generic version of Coumadin. |
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In the late 1990s, we entered the proprietary pharmaceutical arena. |
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In 2001, with the acquisition of Duramed, we solidified our position as
leader in female healthcare with estrogen replacement products, and
over the past several years have grown our portfolio of generic and
proprietary oral contraceptives to a position of leadership. |
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In the mid 2000s, with the acquisition of Paragard® and the approval
of dual label Plan-B®, we expanded our expertise in marketing unique
products and became a leader in contraceptive care in the US. |
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In 2006, we expanded beyond the United States with the acquisition of
PLIVA, and now operate in more than 30 countries around the world. This
combination also propelled Barr into a leadership role in the development
of biologics. |
It became clear when we were approached by Teva about a possible acquisition that the combination
of our two companies each with unique strengths but also with complementary product development
strategies, product portfolios, production capabilities and marketing capabilities would result
in a more successful company in the evolving global generic pharmaceutical marketplace. It was also
clear in the offer of acquisition that Teva fairly and equitably valued the current capabilities
and future potential of Barrs contribution to the combined organization.
This proposed acquisition will create many benefits for our shareholders, and given that many of
you are shareholders in our Company, we expect that you will benefit from this change of ownership
and the formation of a larger, stronger truly international company.
To keep you informed, we are committed to communicating with you in a timely and consistent manner
during this process. We have begun the communications process with emails, employee meetings and
with the implementation of the Barr-Teva Information Center on the Barr Global Intranet.
Between now and closing, we ask that you continue what you have always done work together to
ensure our progress in new product development, sales and marketing, manufacturing, customer
service and the regulatory arena. During the transition we must operate with a business as usual
attitude so that we continue to meet our commitment to our shareholders, customers and ourselves
until the closing of this transaction.
Thank you in advance for your commitment and support.
Bruce Downey, Christine Mundkur, Fred Wilkinson
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Barr Pharmaceuticals, Inc. Global Magazine
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Barr Magazine
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August/September 2008 |
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Proposed Acquisition in the News
Shlomo Yanai, President and CEO, Teva Pharmaceuticals
The acquisition of Barr will elevate Tevas market leadership to a new level. The combination of
our two companies provides an outstanding opportunity strategically and economically: It will
enhance our market share and leadership position in the U.S. and key global markets, further
strengthen our portfolio and pipeline, and provide upside to our strategic plan, by allowing us to
exceed our 20/20 goals for 2012.
We have long admired Barr as a highly focused company with an excellent management team. This is a
transaction in which two great, strong companies are joining forces to capture an even greater
share of the growing opportunities in generics and deliver even more value to our stakeholders.
This deal also gets a high grade in terms of the strategic fit between the two companies. Barr
gives Teva market share, will widen Tevas lead over its competitors, add infrastructure in
important markets in Central and Eastern Europe and will increase our portfolio. It will also bring
us a new and attractive field of womens medicine.
Bruce Downey, Chairman/CEO, Barr Pharmaceuticals
This transaction will enable Teva to capitalize on Barrs portfolio of unique generic and
proprietary products, benefit from our capabilities in
biologics, and expand its presence in important Central and Eastern European markets.
The above quotes excerpted from Haaretz, Teva signs $7.46b takeover of Barr. July 21, 2008
Shlomo Yanai, Tevas President and Chief Executive Officer, said the Barr deal was a match made in
heaven. Highlighting the strong strategic fit and attractive economics, he maintained the
Teva/Barr combination would have unparalleled leadership in the U.S. with twice the number of
daily prescriptions dispensed than its nearest rival, Mylanas well as a fifth place in the German
market and a ninth spot in Russia.
Generics Bulletin, July 25, 2008
With the addition of Barr, we get additional science infrastructure and pipeline for sure, but
also a shared vision on the legislative front, Teva North
America CEO William Marth said, speaking about the opportunity in biosimilars.
Pink Sheet. Generic Drugs Dont Come Cheap: Teva Buys Barr for $7.46 Billion. July 25, 2008
Barr brings to Teva (1) a bigger US presence with expanded product offering (most notably oral
contraceptives) and ~24% of the generic market; (2 ) added presence across Europe (about 30 markets
with roughly 1,400 reps); (3) a leading position in womens health with a new branded therapeutic
arm; and (4) added leadership in generic biologics capabilities. Our view:... We think the
strategic benefits are clear.
Credit Suisse, July 18, 2008 Analyst Report
Facts About Teva
Teva Pharmaceutical Industries Ltd. is a global pharmaceutical
company specializing in the development, production and marketing
of generic and proprietary branded pharmaceuticals and active
pharmaceutical ingredients. Teva is among the top 20 pharmaceutical
companies and among the largest generic pharmaceutical companies in
the world.
With more than a century of experience in the healthcare industry, the Company enjoys a firmly
established international presence, operating through a carefully tailored network of worldwide
subsidiaries. Headquartered in Israel, Teva has more than 28,000 employees wordwide and production
facilities in Israel, North America, Europe, and Latin America; 80% of Tevas sales, which totaled
US$9.4 billion in 2007, are in North America and Europe.
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3 main business segments: |
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In Generics arena: |
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Finished dosage generics
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U.S. market leader |
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API
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330 marketed products |
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Specialty branded pharmaceuticals
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Largest first to file/Paragraph IV pipeline |
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Direct presence in more than 60 countries |
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Product distribution in more than 80 countries |
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Tevas Big Name Brand Products |
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44 manufacturing sites |
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Copaxone® -- largest product and its first major innovative drug, |
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50 billion doses produced |
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a leading multiple sclerosis therapy |
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15 R&D centers |
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Azilect® -- second significant innovative drug indicated for |
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18 API manufacturing sites |
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treatment of Parkinsons disease |
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In 2007: |
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58% sales in North America |
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25% in Western Europe (including Hungary) |
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17% in other regions (primarily Latin America, including Mexico, |
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Israel, Central and Eastern Europe) |
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This communication contains forward-looking statements which represent the current
expectations and beliefs of management of Barr Pharmaceuticals, Inc. (the Company)
concerning the proposed merger of the Company with Boron Acquisition Corp., a wholly-owned
subsidiary of Teva Pharmaceutical Industries Ltd. (the merger) and other future events
and their potential effects on the Company. They only represent managements expectations and
beliefs concerning future events and their potential effects on the Company. These forward-looking
statements are inherently subject to significant business, economic and competitive uncertainties
and contingencies and risk relating to the merger, many of which are beyond our control.
In connection with the proposed merger, the Company will prepare a proxy statement to be filed with
the U.S. Securities and Exchange Commission (SEC). When completed, a definitive proxy
statement and a form of proxy will be mailed to the stockholders of the Company. Before making any
voting decision, the Companys stockholders are urged to read the proxy statement regarding the
merger carefully and in its entirety because it will contain important information about the
proposed merger. The Companys stockholders will be able to obtain, without charge, a copy of the
proxy statement (when available) and other relevant documents filed with the SEC from the SECs
website at http://www.sec.gov. The Companys stockholders will also be able to obtain,
without charge, a copy of the proxy statement and other relevant documents (when available) by
directing a request by mail or telephone to Barr Pharmaceuticals, Inc., 225 Summit Avenue,
Montvale, NJ, 07645 Attention: Investor Relations.
The Company and its directors and officers may be deemed to be participants in the solicitation of
proxies from the Companys stockholders with respect to the proposed merger. Information about the
Companys directors and executive officers and their ownership of the Companys common stock is set
forth in the Companys annual report on Form 10-K for the fiscal year ended December 31, 2007 and
the Companys proxy statement for the Companys 2008 Annual Meeting of Stockholders. Stockholders
may obtain additional information regarding the interests of the Company and its directors and
executive officers in the merger, which may be different than those of the Companys stockholders
generally, by reading the proxy statement and other relevant documents regarding the proposed
merger, when filed with the SEC.