Significantly Strengthens Teva's Market Leadership Position in the U.S. and in Key Global Markets
Acquisition Expected to Be Accretive in the Fourth Quarter after Closing
Teva expects the transaction to close in late 2008 and to become accretive
to GAAP earnings in the fourth quarter after closing. This purchase price
represents a premium of 32% to Barr's average daily closing price on the New
York Stock Exchange for the 52-week period ending on
This acquisition will further enhance Teva's leadership position in the
U.S. and will significantly strengthen its position in key European and
Central and Eastern European markets. On a pro forma basis, 2007 revenues of
the combined company would have been approximately
The companies' highly complementary product offerings and development pipelines will extend Teva's generic and proprietary offerings for customers globally. By adding development resources and breadth to Teva's product portfolio and pipeline, particularly the Paragraph IV and first to file opportunities, Teva will bring more products to market while increasing access to affordable medicines. The transaction also bolsters Teva's specialty pharmaceutical platform through the addition of Barr's substantial women's health portfolio to Teva's respiratory franchise, further enhancing Teva's balanced business model.
Mr. Yanai continued, 'We have long admired Barr as a highly-focused company with an excellent management team. This is a transaction in which two great, strong companies are joining forces to capture an even greater share of the growing opportunities in generics and deliver even more value to our stakeholders.'
Key benefits of the transaction include:
-- Exceptional Fit Supporting Teva's Long-Term Strategy: The transaction combines two industry-leading companies, further enhancing Teva's lead in the U.S. and delivering increased scale and expanded geographic footprint in key global growth markets.
-- Expanding the Breadth of the Product Portfolio and Pipeline: Teva and
Barr's product offerings are highly complementary, extending Teva's product
portfolio and pipeline into new and attractive product categories. The
combined company will have over 500 currently marketed products; more than 200
ANDAs pending with the FDA with annual brand sales of greater than
-- Strengthening Teva's Balanced Business Model: The transaction also bolsters Teva's specialty pharmaceutical platform through the addition of Barr's substantial women's health portfolio to Teva's respiratory franchise, further enhancing and diversifying Teva's balanced business model. Additionally, this transaction augments Teva's biologics capabilities.
-- Compelling Value Consistent with Stated Acquisition Criteria: The
combination is expected to deliver significant revenue and cost synergies
based on numerous operational efficiencies, increased scale and geographic
scope. Teva anticipates the transaction will generate at least
-- Enhanced Growth and Profitability Provide Upside to 20/20 Strategic
Target: The Barr acquisition will enable us to exceed our 20/20 five-year
strategic plan, which was to double revenues by 2012 to
Transaction Terms:
Under the terms of the agreement, Teva will acquire 100% of the shares of
Barr for total cash and stock consideration of
Approvals and Timing:
The boards of directors of both companies have unanimously approved the
transaction. The acquisition is subject to approval by the stockholders of
Barr, antitrust notification and clearance statutes in
The Merger Agreement may be terminated under certain circumstances,
including if Barr's Board of Directors determines to accept an unsolicited
superior proposal prior to approval of the merger by Barr's stockholders. If
the merger agreement is terminated under certain circumstances, Barr will be
required to pay Teva a termination fee of
Lehman Brothers acted as financial advisor to Teva in this transaction,
and
Conference Call
Teva and Barr will host a conference call to discuss the transaction today
at
About Teva
Teva Pharmaceutical Industries Ltd., headquartered in
About Barr
Barr Pharmaceuticals, Inc. is a global specialty pharmaceutical company that operates in more than 30 countries worldwide and is engaged in the development, manufacture and marketing of generic and proprietary pharmaceuticals, biopharmaceuticals and active pharmaceutical ingredients. A holding company, Barr operates through its principal subsidiaries: Barr Laboratories, Inc., Duramed Pharmaceuticals, Inc. and PLIVA d.d. and its subsidiaries. The Barr Group of companies markets more than 120 generic and 27 proprietary products in the U.S. and approximately 1,025 products globally outside of the U.S. For more information, visit www.barrlabs.com.
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 anticipated synergies, savings and financial and operating performance, including estimates for growth, trends in each of Teva Pharmaceutical Industries Ltd.'s and Barr Pharmaceutical, Inc.'s operations and financial results, the markets for Teva's and Barr's products, the future development of Teva's and Barr's business, and the contingencies and uncertainties to which Teva and Barr 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 a re 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, Teva's ability to rapidly integrate Barr's operations and achieve expected synergies, diversion of management time on merger-related issues, Teva and Barr's ability to accurately predict future market conditions, potential liability for sales of generic products prior to a final resolution of outstanding patent litigation, including that relating to the generic versions of Allegra(R), Neurontin(R), Lotrel(R), Famvir(R) and Protonix(R), Teva's and Barr's ability to successfully develop and commercialize additional pharmaceutical products, the introduction of competing generic equivalents, the extent to which Teva or Barr may obtain U.S. market exclusivity for certain of their new generic products and regulatory changes that may prevent Teva or Barr from utilizing exclusivity periods, competition from brand-name companies that are under increased pressure to counter generic products, or competitors that seek to delay the introduction of generic products, the impact of consolidation of our distributors and customers, the effects of competition on our innovative products, especially Copaxone(R) 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 Agency and other regulatory authority approvals, the regulatory environment and changes in the health policies and structures of various countries, our ability to achieve expected results though our innovative R&D efforts, Teva's ability to successfully identify, consummate and integrate acquisitions (including the pending acquisition of Bentley Pharmaceuticals, Inc.), potential exposure to product liability claims to the extent not covered by insurance, dependence on the effectiveness of our patents and other protections for innovative products, significant operations worldwide that may be adversely affected by terrorism, political or economical instability or major hostilities, supply interruptions or delays that could result from the complex manufacturing of our products and our global supply chain, environmental risks, fluctuations in currency, exchange and interest rates, and other factors that are discussed in Teva's Annual Report on Form 20-F, Barr'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 Barr. In connection with the proposed merger, Teva will be filing a registration statement on Form F-4 containing a proxy statement/prospectus for the stockholders of Barr, and Barr will be filing a proxy statement for the stockholders of Barr, and each will be filing other documents regarding the proposed transaction, with the SEC. Before making any voting or investment decision, Barr's stockholders and investors are urged to read the proxy statement/prospectus regarding the merger and any other relevant documents carefully in their entirety when they become available because they will contain important information about the proposed transaction. Once filed, the registration statement containing the proxy statement/prospectus and other documents will be available free of charge at the SEC's website, www.sec.gov. You will also be able to obtain the proxy statement/prospectus and other documents free of charge by contacting Barr Investor Relations at 201-930-3720 or Teva Investor Relations at 972-3-926-7554 / 215-591-8912.
Teva, Barr and their respective directors and executive officers and other
members of management and employees may be deemed to participate in the
solicitation of proxies in respect of the proposed transactions. Information
regarding Barr's directors and executive officers is available in Barr's proxy
statement for its 2007 annual meeting of stockholders, which was filed with
the SEC on
SOURCE Barr Pharmaceuticals, Inc.