FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of October 2005
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Commission File Number 0-16174
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TEVA PHARMACEUTICAL INDUSTRIES LIMITED
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(Translation of registrant's name into English)
5 Basel Street, P.O. Box 3190
Petach Tikva 49131 Israel
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F X Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):
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Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):
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Indicate by check mark whether by furnishing the information contained in
this Form, the registrant is also hereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g(3)-2(b): 82-
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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
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Teva and IVAX Receive FTC Request for Additional Information
Jerusalem, Israel and Miami, Florida, October 11, 2005 - Teva Pharmaceutical
Industries Ltd. (Nasdaq: TEVA) and IVAX Corporation (AMEX: IVX) announced today
that, as expected, each party has received a request for additional information
(commonly referred to as a "second request") from the U.S. Federal Trade
Commission (FTC) in connection with Teva's pending acquisition of IVAX. The
parties have been working with the FTC staff since shortly after the
announcement of the transaction and intend to respond promptly to the second
request.
The effect of the second request is to extend the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (HSR) waiting period until thirty days after the
parties have substantially complied with the request, unless that period is
terminated sooner by the FTC. The companies continue to expect that the
transaction will close in late 2005 or early 2006, following completion of the
HSR clearance process, the obtaining of the other required antitrust approvals
and the satisfaction of all other closing conditions contained in the merger
agreement between the parties.
Each company has scheduled a special shareholders meeting on October 27, 2005 to
vote on the transaction.
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 any conditions imposed in connection with such
closing, including any required divestitures 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(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 Neurontin(R) and Allegra(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.
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 proxy statement/prospectus for
the shareholders of Teva and IVAX, and IVAX has filed a proxy statement for the
shareholders of IVAX with the SEC. Before making any voting or investment
decision, IVAX's and Teva's shareholders and investors are urged to read the
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 proxy
statement/prospectus and other documents are available free of charge at the
SEC's website, www.sec.gov. You may also obtain the 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.
Teva, IVAX and their respective directors and executive officers and other
members of management and employees may be deemed to participate in the
solicitation of proxies in respect of the proposed transactions. Information
regarding IVAX's directors and executive officers is available in Ivax's proxy
statement for its 2004 annual meeting of stockholders, which was filed with the
SEC on May 2, 2005, and information regarding Teva's directors and executive
officers is available in Teva's Annual Report on Form 20-F for the year ended
December 31, 2004, which was filed with the SEC on March 17, 2005. Additional
information regarding the interests of such potential participants is included
in the proxy statement/prospectus and the other relevant documents filed with
the SEC.
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.
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
(Registrant)
By: /s/ Uzi Karniel
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Name: Uzi Karniel
Title: General Counsel and
Corporate Secretary
Date: October 12, 2005