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
Commission 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 Issue Statement Regarding Elections by Holders
of IVAX Convertible Notes
Jerusalem, Israel and Miami, Florida, December 19, 2005 - Teva Pharmaceutical
Industries Ltd. (Nasdaq: TEVA) and IVAX Corporation (AMEX: IVX) issued the
following statement regarding election procedures for holders of IVAX'
outstanding convertible notes, in connection with Teva's pending acquisition of
IVAX:
As previously announced, Teva and IVAX will permit holders of IVAX convertible
notes who have not previously converted their notes to submit an election, upon
conversion of the notes before the merger, with respect to the as yet
undetermined amount of IVAX shares of common stock they would receive upon
conversion, whether to receive their merger consideration in cash or Teva ADRs,
subject to proration, in accordance with the terms of the merger agreement
between the parties. Any such election instructions (referred to as "convert and
tender" instructions) may be submitted by The Depository Trust Company ("DTC")
participants though DTC's
Automated Tender Offer Program ("ATOP"). Holders should contact their brokers
for further instructions. Holders retain the option of not making an election
and receiving IVAX common stock (or, if applicable, the merger consideration
payable to non-electing shareholders) in accordance with the normal conversion
procedures.
Any such "convert and tender" instruction, to be effective, must be made at
least two business days prior to the closing date. Pursuant to the provisions of
the applicable indentures, IVAX will provide at least 15 days notice of the
anticipated closing date of the merger.
This announcement does not constitute a recommendation to the holders of IVAX
convertible 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 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, 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.