Teva and IVAX Decline 'Public Acquirer Fundamental Change' Option for IVAX' 1.5% Convertible Senior Notes due 2025
January 03 2006 - 4:02PM
Business Wire
Teva Pharmaceutical Industries Ltd. (Nasdaq:TEVA) and IVAX
Corporation (AMEX:IVX) issued the following statement regarding
IVAX' outstanding 1.5% Convertible Senior Notes due 2025, in
connection with Teva's pending acquisition of IVAX: With Teva's
approval, IVAX has declined to elect the "public acquirer
fundamental change" option with respect to such notes. Accordingly,
holders of any of these notes that remain outstanding following
consummation of the merger will have the option to convert their
notes and collect the "make-whole premium," within the time period
and on the other terms of the applicable indenture. However, the
requirement to pay such make-whole premium remains subject to
consummation of the merger. As previously announced by IVAX, these
notes are now convertible at the option of the holders, as IVAX has
waived the contingent conversion triggers. This announcement does
not constitute a recommendation to the holders of the notes as to
which action, if any, they may choose to take. 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 and the terms of any
conditions imposed in connection with such closing, including any
required divestitures in connection with obtaining antitrust
approvals, 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, holders of IVAX convertible notes, 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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