Ivax Diagnostics (AMEX:IVX)
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Teva Pharmaceutical Industries Ltd. (Nasdaq:TEVA)
announced today that it has completed its acquisition of IVAX
Corporation (AMEX:IVX). The combined company, which will operate under
the Teva name, will have a presence in over 60 countries and will
employ approximately 26,000 people. The two companies generated over
$7 billion in revenues for the 12 months ending September 30, 2005.
"This is a truly exciting day for us," said Israel Makov, Teva's
President and CEO. "The combination of Teva and IVAX creates a unique
company that will be the clear global leader in generic
pharmaceuticals and a major player in the global healthcare industry.
We are strengthening both our generic and branded businesses,
deepening our pipeline, extending our geographic reach and expanding
our presence in new therapeutic areas and growth markets. Teva will be
able to respond to an exceptionally wide range of patients',
customers' and healthcare providers' needs, both therapeutically and
economically."
Dr. Phillip Frost, former Chairman and CEO of IVAX Corporation and
now Vice Chairman of Teva, said, "It's now several months since we
announced the agreement for IVAX to be acquired by Teva. During this
time, we have gotten to know many of the top executives, managers and
other members of the Teva family. One can only be impressed by their
high level of competence and dedication. I feel more certain than ever
that IVAX has found the right 'home' and will be ably managed by this
exceptional group--to the benefit of employees, customers, and
shareholders alike."
Mr. Makov added, "Our plans for integrating Teva and Ivax have
already been put into motion. We have put in place processes that will
monitor the execution of those plans and ensure that we maximize the
potential value created by the merger of these two industry leaders."
As previously announced, Teva expects the acquisition to become
accretive by the end of the first year. Teva will report consolidated
financial results for both companies with its first quarter 2006
results. Guidance for the combined company's 2006 financial outlook is
expected to be given at that time.
On January 26, 2006, IVAX became a wholly owned subsidiary of Teva
and ceased to be traded on the American Stock Exchange. Pursuant to
the merger agreement between the parties, IVAX shareholders had the
right to elect to receive for each IVAX share they owned either 0.8471
Teva ADRs or $26.00 in cash, subject to proration. Based on the
preliminary results of the elections and subject to confirmation of
the validity of elections made, the number and nature of guaranteed
deliveries, whether the failed deliveries relate to stock or cash
elections and final proration calculations, the merger consideration
currently estimated to be paid to IVAX shareholders is:
-- Stock Elections: IVAX shareholders who validly elected to
receive all stock are expected to receive 0.8471 Teva ADRs for
approximately 50.61% of their shares of IVAX common stock and
$26.00 in cash for approximately 49.39% of their shares of
IVAX common stock, or effectively on a per share basis: 0.4287
Teva ADRs and $12.84 for each share of IVAX common stock for
which such election was made;
-- Cash Elections: IVAX shareholders who validly elected to
receive all cash will receive $26.00 in cash for each share of
IVAX common stock for which such election was made; and
-- Non-Elections: IVAX shareholders who did not make a valid
election will receive $26.00 in cash for each share of IVAX
common stock.
The final results of the elections are expected to be announced on
or about Tuesday, January 31, 2006. Pursuant to the merger agreement,
fractional ADRs will not be issued. In lieu thereof, IVAX shareholders
will receive cash.
Share exchange instructions and a letter of transmittal will be
mailed to non-electing IVAX shareholders shortly. IVAX shareholders
who made an effective stock or cash election do not need to do
anything further in order to receive their merger consideration.
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 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 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.