Teva and IVAX Shareholders Approve Pending Merger
October 27 2005 - 11:45AM
Business Wire
Teva Pharmaceutical Industries Ltd. (Nasdaq: TEVA) and IVAX
Corporation (AMEX: IVX) announced that, at separate shareholder
meetings held earlier today, their shareholders overwhelmingly
approved the respective proposals submitted to them relating to the
acquisition of IVAX by Teva. In excess of 98% of both the Teva
shares and the IVAX shares voting voted in favor of the
transaction. "We are pleased with the overwhelming support
demonstrated by both Teva and IVAX shareholders in approving the
merger and thereby endorsing our strategic vision for the combined
company. We look forward to completing the transaction, as we work
to obtain the requisite antitrust approvals as expeditiously as
possible," stated Israel Makov, Teva's President and Chief
Executive Officer. Commenting on the vote, Dr. Phillip Frost,
Chairman and Chief Executive Officer of IVAX, stated, "I am pleased
the IVAX shareholders voted overwhelmingly to approve the merger
with Teva. IVAX and Teva are two strong organizations with
successful track records. We look forward to the success of the
combined organizations." As previously announced, the companies
continue to expect that the transaction will close in late 2005 or
early 2006. 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 Neurontin(R) and Allegra(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.
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