Filed by: Teva Pharmaceutical Industries Limited
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed
pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Ivax Corporation
Registration Statement File No. 001-09623
Translation to English
Only the original Hebrew version is binding
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
Teva Pharmaceutical Industries Ltd.
Web Site: www.tevapharm.com Web Site: www.ivax.com
________________________________________________________________________________
Contact: Dan Suesskind
Chief Financial Officer
Teva Pharmaceutical Industries Ltd.
(011) 972-2-589-2840 Neil Flanzraich
Vice Chairman and President
George Barrett IVAX Corporation
President and CEO (305) 575-6008
Teva North America
(215) 591-3030 David Malina
Vice President, Investor
Relations and Corporate
Communications
Investor Relations IVAX Corporation
Teva Pharmaceutical Industries Ltd. (305) 575-6043
(011) 972-3-926-7554
FOR IMMEDIATE RELEASE
---------------------
Teva and IVAX Decline "Public Acquirer Fundamental Change" Option
for IVAX' 1.5% Convertible Senior Notes due 2025
Jerusalem, Israel and Miami, Florida, January 3, 2006 - 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.