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
Liraz Kalif / Kevin Mannix and Corporate Communications
Investor Relations IVAX Corporation
(011) 972-3-926-7281/ (305) 575-6043
(215) 591-8912
FOR IMMEDIATE RELEASE
---------------------
Teva and IVAX Sign Consent Order,
Schedule Anticipated Closing Date for Merger
Jerusalem, Israel and Miami, Florida, December 22, 2005 - Teva Pharmaceutical
Industries Ltd. (Nasdaq: TEVA) and IVAX Corporation (AMEX: IVX) announced today
that, as expected, they have signed a consent order for submission to the U.S.
Federal Trade Commission ("FTC") in connection with the pending acquisition of
IVAX by Teva. The scope of the consent order is consistent with what the parties
have anticipated throughout the FTC review process. Completion of the FTC review
process is the last remaining regulatory condition to the consummation of the
transaction.
Teva and IVAX have scheduled an anticipated closing date of January 12, 2006.
However, the transaction cannot be closed without the acceptance of the consent
order by the Commissioners of the FTC, and such acceptance has not as yet been
obtained. If the FTC acceptance of the consent order is not obtained by such
date, the closing will be postponed and a further notice regarding a closing
date will be given.
IVAX shareholders are reminded that, given an anticipated closing date of
January 12, 2006, the election deadline for making a cash or stock election
under the merger agreement will be 5:00 p.m., New York City time, on January 10,
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 the conditions imposed in connection with such
closing, including divestitures required 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.