- Barr Announces Debt Amendment
- Teva Announces Sufficient Funds to Complete Acquisition
JERUSALEM, Israel and MONTVALE, N.J., Oct. 27 /PRNewswire-FirstCall/ --
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 http://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(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 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, http://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.
SOURCE Barr Pharmaceuticals, Inc.
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Related links:
http://www.barrlabs.com
http://www.prnewswire.com/comp/089750.html
CONTACT:
Teva, Investors, Elana Holzman,
+972(3)926-7554, elana.holzman@teva.co.il, or Media, Ayala
Miller, +972(3)926-7262, ayala.miller@teva.co.il, or Kevin
Mannix, +1-215-591-8912, kevin.mannix@tevausa.com, or Denise
Bradley, +1-215-591-8974, denise.bradley@tevausa.com; or Barr,
Investors and Media, Carol A. Cox, +1-201-930-3720,
carol.cox@barrlabs.com
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