UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 17, 2008
Barr Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-9860
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42-1612474 |
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| (State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.) |
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225 Summit Avenue, Montvale, NJ, 07645
(Address of principal
executive offices) (Zip Code)
Registrant’s telephone number, including area code: (201) 930-3300
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On July 18, 2008, Barr Pharmaceuticals, Inc. (the “Company”) and Teva Pharmaceutical
Industries (“Teva”) issued a joint press release announcing that they have entered into a
definitive Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 17,
2008, among Teva, Boron Acquisition Corp. and the Company, pursuant to which the Company will
become a wholly-owned subsidiary of Teva. The Board of Directors of the Company has unanimously
approved the Merger Agreement, upon the terms and conditions set forth in the Merger Agreement.
Pursuant to the terms of the Merger Agreement and subject to the conditions thereof, stockholders
of the Company will be entitled to receive $39.90 in cash and 0.6272 ordinary shares of Teva, which
will trade in the United States in the form of American Depositary Shares, evidenced by American
Depositary Receipts, for each share of the Company’s common stock. Also, each outstanding Company
stock option and stock appreciation right (other than those stock options held by non-employee
directors) will be converted into an amount in cash per share subject to such stock option or stock
appreciation right equal to the excess of $66.50 over the exercise price per share.
The Merger Agreement may be terminated under certain circumstances, including if the Company’s
Board of Directors determines to accept an unsolicited superior proposal prior to approval of the
merger by the Company’s stockholders, provided that Teva has first been given three business day’s
prior notice, and the opportunity to negotiate in good faith to make such adjustments to the terms
and conditions of the Merger Agreement such that the new proposal would no longer constitute a
superior proposal. The Merger Agreement provides that if the Merger Agreement is terminated under
certain circumstances, the Company will be required to pay Teva a termination fee of $200 million.
Consummation of the merger is subject to various other conditions, including (i) approval of the
merger by the Company’s stockholders, (ii) expiration or termination of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) receipt of
all required approvals by the Canada Competition Bureau and the European Commission applicable to
the merger, (iv) receipt of all required approvals under any antitrust laws applicable to the
merger in certain other jurisdictions where failure to obtain such approvals would reasonably be
expected to have a material adverse effect on Company and its subsidiaries, taken as a whole, or an
effect of similar magnitude (in terms of absolute effect and not proportion) on Teva and its
subsidiaries and (v) other customary closing conditions.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified
in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1
hereto and is incorporated herein by reference.
The Merger Agreement has been included to provide investors and security holders with information
regarding its terms. It is not intended to provide any other factual information about the Company.
The representations, warranties and covenants contained in the Merger Agreement were made only for
purposes of that agreement and as of specific dates, were solely for the benefit of the parties to
the Merger Agreement, and may be subject to limitations agreed upon by the contracting parties,
including being qualified by confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Merger Agreement instead of establishing these matters
as facts, and may be subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors. Investors are not third-party beneficiaries under the
Merger Agreement and should not rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of facts or condition of the Company,
Teva, Boron Acquisition Corp. or any of their respective subsidiaries or affiliates. Moreover,
information concerning the subject matter of the representations and warranties may change after
the date of the Merger Agreement, which subsequent information may or may not be fully reflected in
the Company’s public disclosures.
Item 8.01 Other Events.
On July 18, 2008, the Company and Teva issued a joint press release announcing that they have
entered the Merger Agreement. A copy of the press release is attached hereto as exhibit 99.1 and
is incorporated herein by reference.
Additional Information and Where to Find It
In connection with the proposed merger, the Company will prepare a proxy statement to be filed with
the 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 Company’s 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 Company’s 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 SEC’s website at http://www.sec.gov. The Company’s
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 Company’s stockholders with respect to the proposed merger. Information about the
Company’s directors and executive officers and their ownership of the Company’s common stock is set
forth in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2007 and
the Company’s proxy statement for the Company’s 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 Company’s stockholders
generally, by reading the proxy statement and other relevant documents regarding the proposed
merger, when filed with the SEC.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit |
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Description |
2.1
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Agreement and Plan of Merger, dated as of July 17, 2008, among Teva,
Boron Acquisition Corp. and the Company. |
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99.1
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Joint Press Release issued by the Company and Teva, dated July 18, 2008 |