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|January 26, 2006 1:24 p.m.|
|Teva Completes Acquisition of Ivax|
Strengthens Global Leadership in Generics, Adds New Product Lines and Growth MarketsJerusalem, Israel, January 26, 2006 - 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 twelve 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:
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.