Ivax Diagnostics (AMEX:IVX)
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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.