Teva and Barr Provide Update on Acquisition
27 Outubro 2008 - 7:30PM
Business Wire
Teva Pharmaceutical Industries Ltd. (NASDAQ: TEVA) and Barr
Pharmaceuticals, Inc. (NYSE: BRL) announced today that Barr and its
syndicate of lending banks, arranged by Bank of America, have
agreed to amend Barr's unsecured credit facilities to permit them
to remain in place following Barr's acquisition by Teva. "We are
pleased that we have successfully negotiated with Barr's lenders to
maintain these credit facilities, post-closing, under terms and
conditions that meet our requirements," said Eyal Desheh, Teva's
Chief Financial Officer. �The combination of the amended Barr
credit facilities, Teva's available cash on hand and our committed
bridge financing will provide us with sufficient funds to complete
the acquisition of Barr as well as support the continued growth of
our business.� The amendments to the credit facilities waive the
lenders' right to call Barr�s debt upon the change in control in
connection with the acquisition by Teva, thereby allowing Barr's
outstanding obligations under the credit facilities to remain in
place following the closing of the acquisition. The facilities have
outstanding balances of approximately $1.65�billion and
$292�million that mature in October 2011 and June 2013,
respectively. An additional revolving credit facility of
$300�million is unutilized. As part of the amendments, effective
upon closing, Teva will guarantee the obligations of the borrowers
under the facilities. �We appreciate the support our bank group has
provided Barr over the years and view their willingness to agree to
this amendment as further evidence of the strength of this
combination," said Bill McKee, EVP and CFO of Barr. Teva expects
the acquisition to close by late 2008. About Teva Teva
Pharmaceutical Industries Ltd., headquartered in Israel, is among
the top 20 pharmaceutical companies in the world and is the leading
generic pharmaceutical company. The company develops, manufactures
and markets generic and innovative pharmaceuticals and active
pharmaceutical ingredients. Over 80 percent of Teva's sales are in
North America and Western Europe. 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, financing, 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 are made based upon
management's current expectations and beliefs concerning future
events and their potential effects on Teva and on Barr. 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�, Neurontin�,
Lotrel�, Famvir� and Protonix�, 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� 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 has filed a registration
statement on Form F-4 containing a proxy statement/prospectus for
the stockholders of Barr, and Barr has filed a proxy statement for
the stockholders of Barr, 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 because they
contain important information about the proposed transaction. The
registration statement containing the proxy statement/prospectus
and other documents is available free of charge at the SEC's
website, www.sec.gov. You may also 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 transaction.
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 May 15, 2008 and
information regarding Teva's directors and executive officers is
available in Teva's Annual Report on Form 20-F for the year ended
December 31, 2007, which was filed with the SEC on February 29,
2008. Additional information regarding the interests of such
potential participants will be included in the proxy
statement/prospectus and the other relevant documents filed with
the SEC.
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