Jerusalem, Israel and Miami, Florida, October 17, 2005 - Teva Pharmaceutical Industries Ltd. (Nasdaq: TEVA) and IVAX Corporation (AMEX: IVX) announced that the deadline for the submission of elections by IVAX shareholders in connection with Teva's pending acquisition of IVAX will be extended to two business days before the date of the transaction closing, a closing date which has yet to be announced. The companies continue to expect that the transaction will close in late 2005 or early 2006, following completion of the Hart-Scott-Rodino clearance process, the obtaining of the other required antitrust approvals and the satisfaction of all other closing conditions contained in the merger agreement between the parties.
Under the merger agreement, IVAX shareholders have the right to elect whether to receive their merger consideration in cash or Teva ADRs, subject to proration. The September 23, 2005 joint proxy statement/prospectus of Teva and IVAX designated an initial election deadline of October 27, 2005, to coincide with the special shareholder meetings of Teva and IVAX scheduled on that date. Assuming both sets of shareholders approve the transaction, this would have been the earliest possible date on which the merger could have been consummated.
On October 11, 2005, Teva and IVAX announced that, as expected, the U.S. Federal Trade Commission had issued a "second request" seeking additional information regarding the transaction. Accordingly, it is now clear that the closing of the transaction will not occur immediately following the October 27, 2005 special shareholder meetings. In accordance with the terms of the merger agreement, the parties will, therefore, publicly announce a new election deadline at least five business days prior to the anticipated closing date of the merger. In order for their elections to be effective, holders of IVAX shares will have to submit their elections no later than two business days prior to the closing date.
The special shareholder meetings of IVAX and Teva to vote on the merger will be held on October 27, 2005, as previously announced. Shareholders who have not already voted are urged to do so prior to the meetings.
For additional information, shareholders should refer to the joint proxy statement/prospectus, dated September 23, 2005, which includes a copy of the merger agreement. IVAX shareholders may obtain additional copies of the joint proxy statement/prospectus, the form of election and related instructions by contacting D. F. King & Co., Inc., which is assisting IVAX, toll-free at 1-800-549-6697, or IVAX Investor Relations at 305-575-6000. IVAX shareholders whose shares are held in their brokers' name should contact their broker for instructions. Teva shareholders may obtain additional copies of the joint proxy statement/prospectus by contacting MacKenzie Partners, Inc., which is assisting Teva, toll-free at 1-800-322-2885 or Teva Investor Relations at +972-3-926-7554.
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.
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: This release contains forward-looking statements, which express the current beliefs and expectations of management. Such statements are based on management's current beliefs and expectations and involve a number of known and unknown risks and uncertainties that could cause Teva's future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include whether and when the proposed acquisition of IVAX Corporation will be consummated and the terms of any conditions imposed in connection with such closing, the terms and conditions of the financing utilized by Teva for the IVAX acquisition, Teva's ability to rapidly integrate IVAX's operations and achieve expected synergies, Teva'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 under generic trade dress and at generic prices (so called "authorized generics") or seek to delay the introduction of generic products, regulatory changes that may prevent Teva from exploiting exclusivity periods, potential liability for sales of generic products prior to a final court decision, including that relating to the generic versions of Neurontin® and Allegra®, the effects of competition on Copaxone® sales, 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 and its 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 the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.