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
[TEVA LOGO] [IVAX LOGO]
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
Liraz Kalif / Kevin Mannix and Corporate Communications
Teva Investor Relations IVAX Corporation
(011) 972-3-926-7281 / (215) 591-8912 (305) 575-6043
FOR IMMEDIATE RELEASE
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U.S. Federal Trade Commission Clears Teva/IVAX Merger;
Closing Scheduled for January 26, 2006
Jerusalem, Israel and Miami, Florida, January 23, 2006 - Teva Pharmaceutical
Industries Ltd. (Nasdaq: TEVA) and IVAX Corporation (AMEX: IVX) announced today
that the U.S. Federal Trade Commission ("FTC") has accepted the proposed consent
order for public comment and granted early termination of the Hart Scott Rodino
waiting period, thereby permitting the parties to close the transaction.
The parties have now obtained all regulatory approvals required to close the
transaction and, accordingly, have scheduled a closing date of January 26, 2006.
IVAX shareholders are advised that, given a scheduled closing date of January
26, 2006, the election deadline for making a cash or stock election under the
merger agreement will be 5:00 p.m., New York City time, on January 24, 2006.
Under the consent order that has been executed by the parties and accepted for
public comment by the FTC, Teva and IVAX are required to divest certain
formulations of eleven generic drugs with respect to which they have a product
overlap, representing approximately $15 million in aggregate annual sales. In
addition, generic distribution relationships that IVAX had with respect to
certain amoxicillin, amoxicillin and clavulanate, leuprolide, and calcitriol
products have been or will be terminated and assigned to other companies.
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, 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.
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 joint proxy statement/prospectus
for the shareholders of Teva and IVAX with the SEC. Before making any investment
decision, IVAX shareholders and other investors are urged to read the joint
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 joint proxy
statement/prospectus and other documents are available free of charge at the
SEC's website, www.sec.gov. You may also obtain the joint 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.
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