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
Translation to English
Only the original Hebrew version is binding
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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
---------------------
Teva/IVAX Cash and Stock Election Deadline Update
Jerusalem, Israel and Miami, Florida, October 17, 2005 - Teva Pharmaceutical
Industries Ltd. (Nasdaq: TEVA) and IVAX Corporation (AMEX: IVX) announced that
the deadline for the submission of elections by IVAX shareholders in connection
with Teva's pending acquisition of IVAX will be extended to two business days
before the date of the transaction closing, a closing date which has yet to be
announced. The companies continue to expect that the transaction will close in
late 2005 or early 2006, following completion of the Hart-Scott-Rodino 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.
Under the merger agreement, IVAX shareholders have the right to elect whether to
receive their merger consideration in cash or Teva ADRs, subject to proration.
The September 23, 2005 joint proxy statement/prospectus of Teva and IVAX
designated an initial election deadline of October 27, 2005, to coincide with
the special shareholder meetings of Teva and IVAX scheduled on that date.
Assuming both sets of shareholders approve the transaction, this would have been
the earliest possible date on which the merger could have been consummated.
On October 11, 2005, Teva and IVAX announced that, as expected, the U.S. Federal
Trade Commission had issued a "second request" seeking additional information
regarding the transaction. Accordingly, it is now clear that the closing of the
transaction will not occur immediately following the October 27, 2005 special
shareholder meetings. In accordance with the terms of the merger agreement, the
parties will, therefore, publicly announce a new election deadline at least five
business days prior to the anticipated closing date of the merger. In order for
their elections to be effective, holders of IVAX shares will have to submit
their elections no later than two business days prior to the closing date.
The special shareholder meetings of IVAX and Teva to vote on the merger will be
held on October 27, 2005, as previously announced. Shareholders who have not
already voted are urged to do so prior to the meetings.
For additional information, shareholders should refer to the joint proxy
statement/prospectus, dated September 23, 2005, which includes a copy of the
merger agreement. IVAX shareholders may obtain additional copies of the joint
proxy statement/prospectus, the form of election and related instructions by
contacting D. F. King & Co., Inc., which is assisting IVAX, toll-free at
1-800-549-6697, or IVAX Investor Relations at 305-575-6000. IVAX shareholders
whose shares are held in their brokers' name should contact their broker for
instructions. Teva shareholders may obtain additional copies of the joint proxy
statement/prospectus by contacting MacKenzie Partners, Inc., which is assisting
Teva, toll-free at 1-800-322-2885 or Teva Investor Relations at +972-3-926-7554.
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.
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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 any
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.
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