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 Companies: Sicor Inc.
Commission File No. 000-26990
TEVA TO ACQUIRE SICOR FOR $3.4 BILLION
Combination Strengthens Leadership Position in Injectable and Oral Generic
Pharmaceuticals and Active Pharmaceutical Ingredients
Jerusalem, Israel and Irvine, CA, October 31, 2003 - Teva Pharmaceutical
Industries Ltd. (Nasdaq: TEVA) and SICOR Inc. (Nasdaq: SCRI) jointly announced
today that they have signed a definitive agreement providing for the acquisition
of SICOR by Teva. Under the terms of the agreement, each share of SICOR common
stock will be exchanged for $16.50 in cash and 0.1906 Teva ADRs. Based upon the
NASDAQ closing price of Teva's ADRs on October 30, 2003, the indicated combined
per share consideration for each outstanding share of SICOR Common Stock amounts
to $27.50, or a total indicated purchase price of approximately $3.4 billion. As
a result of the transaction, SICOR's shareholders will come to own approximately
7% of Teva on a fully-diluted basis. The cash portion of the consideration will
be funded using a combination of Teva's cash on hand and committed credit
facilities.
This acquisition brings together two premier generic pharmaceutical companies,
combining Teva's successful oral dose generic drugs franchise with SICOR's
leading generic injectable business. In addition, the complementary Active
Pharmaceutical Ingredients (API) businesses will enhance and expand the combined
company's product offerings. Further, SICOR's biogenerics capabilities will
enhance Teva's participation in this market.
Commenting on today's transaction, Israel Makov, Teva's President & CEO, said,
"I am extremely excited about Teva's strategic combination with SICOR Inc. SICOR
offers Teva the rare opportunity to extend our clear leadership position in
solid oral dose generics into a new segment for Teva in the US, the generic
injectables market. We have been seeking the right acquisition opportunity in
this field for quite some time and SICOR is the prize for our patience. As a
result of the SICOR transaction, Teva will generate growth oriented synergies
from our expanded product offering, customer base and geographic reach."
"The SICOR transaction significantly supports our long term strategy of
profitable growth and global leadership. I anticipate that this merger will be
accretive to earnings within the first year. The transaction presents the
shareholders, customers and employees of both companies with new horizons and
enhanced opportunities."
Marvin Samson, President & CEO of SICOR said, "We are extremely enthusiastic
about the mutual benefits associated with joining SICOR and Teva. Teaming up
with Teva provides SICOR with the ability to leverage our presence as a leader
in the generic biopharmaceuticals market. In addition, Teva's extensive global
presence will also broaden SICOR's injectable business beyond our few core
markets and provide opportunities for expanded distribution and manufacturing.
We also believe that Teva will benefit from the extension of its current product
offerings, such as injectable antibiotics, into SICOR's geographic centers of
excellence and distribution channels."
In conclusion, Mr. Makov said, "Taking the lead in the consolidation of our
industry ensures that the two companies together will be better positioned for
future growth."
Transaction Terms
The transaction, which involves a merger of a Teva acquisition subsidiary into
SICOR, is subject to approval by the holders of a majority of SICOR's Common
Stock and clearance under the Hart-Scott-Rodino Antitrust Improvements Act and
comparable antitrust notification statutes in Mexico and Lithuania, and is
expected to be completed during the first quarter of 2004. The transaction is
fully taxable to the stockholders of SICOR.
Rakepoll Finance N.V. and Mr. Carlo Salvi, who together hold approximately 19%
of the outstanding stock of SICOR, have entered into an agreement under which
they have agreed to vote all of their shares in favor of the proposed
transaction.
Lehman Brothers and Credit Suisse First Boston acted as financial advisors to
Teva in this transaction, while SICOR used Bear Stearns as its financial
advisor.
Conference Call and Webcast Information
Teva and SICOR will host a conference call and live webcast on Friday, October
31, 2003 at 11:00 a.m. EST (18:00 Israel time) to discuss the acquisition. A
Question & Answer session will follow this discussion. To listen live via
telephone, call (888) 810-4704 in the U.S. and Canada. International callers
should dial (706) 634-0199.
Investors and other interested parties may also access a live webcast through
Teva's web site at www.tevapharm.com. Please log in at least 10 minutes prior to
the conference call in order to download the applicable audio software.
Following the conclusion of the call, a replay of the webcast will be available
within 24 hours at the Company's web site. Alternatively, a replay of the call
will be available within two hours after the call, and can be accessed until
November 7, 2003 at midnight (EST), by calling (800) 642-1687 in the U.S. or
(706) 645-9291 outside the U.S., and entering the conference call ID 3758758.
About Teva
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Teva Pharmaceutical Industries Ltd., headquartered in Israel, is among the top
30 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 SICOR
SICOR Inc. is a vertically integrated, multinational pharmaceutical company that
focuses on generic finished dosage injectable pharmaceuticals, active
pharmaceutical ingredients, or APIs, and generic biopharmaceuticals. Using
internal research and development capabilities, together with operational
flexibility and manufacturing and regulatory expertise, SICOR is able to take a
wide variety of products from the laboratory to the worldwide market. Leveraging
these capabilities, SICOR concentrates on products and technologies that present
significant barriers to entry or offer first-to-market opportunities. SICOR
operates several manufacturing facilities in the U.S., Western and Eastern
Europe and Mexico, while maintaining its corporate headquarters in Irvine,
California. For more information, please visit our website at www.sicor.com.
Safe Harbor Statement under the U. S. Private Securities Litigation Reform Act
of 1995: This release contains forward-looking statements, which express the
current beliefs and expectations of management. Such statements are based on
current expectations and involve a number of known and unknown risks and
uncertainties that could cause Teva's future results, performance or
achievements to differ significantly from the results, performance or
achievements expressed or implied by such forward-looking statements. Important
factors that could cause or contribute to such differences include Teva'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 their own generic products or
successfully extend the exclusivity period of their branded products, Teva's
ability to rapidly integrate the operations of acquired businesses, the
availability of product liability coverage in the current insurance market, 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 ("FDA") and other regulatory authority approvals, the
regulatory environment and changes in the health policies and structure of
various countries, acceptance and demand for new pharmaceutical products and new
therapies, uncertainties regarding market acceptance of innovative products
newly launched, currently being sold or in development, the impact of
restructuring of clients, reliance on strategic alliances, exposure to product
liability claims, dependence on patent and other protections for innovative
products, fluctuations in currency, exchange and interest rates, operating
results and other factors that are discussed in Teva's Annual Report on Form
20-F and its other filings with the U.S. Securities and Exchange Commission
("SEC"). Forward-looking statements speak only as of the date on which they are
made, and the Company undertakes no obligation to update publicly or revise any
forward-looking statement, whether as a result of new information, future
developments or otherwise.
Company Contacts:
Dan Suesskind
Chief Financial Officer
Teva Pharmaceutical Industries Ltd.
(011) 972-2-589-2840
Bill Fletcher
President and CEO
Teva North America
(215) 591-8800
Dorit Meltzer
Director, Investor Relations
Teva Pharmaceutical Industries Ltd.
(011) 972-3-926-7554
Marvin Samson
President and CEO
SICOR Inc
(949) 455-4702
Laurie W. Little
Sr. Director, Investor Relations & Corporate Communications
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SICOR Inc
(949) 455-4879
In connection with the proposed transaction, Teva Pharmaceutical Industries
Limited will file a proxy statement/prospectus with the Securities Exchange
Commission in the near future, as part of a Registration Statement on Form F-4.
Investors and security holders are advised to read the proxy
statement/prospectus and registration statement when they become available,
because important information will be contained therein. The proxy
statement/prospectus will be sent to stockholders of Sicor Inc. in connection
with the solicitation of their approval of the proposed merger of Sicor Inc.
with a subsidiary of Teva Pharmaceutical Industries Limited.
Once filed you will be able to obtain a free copy of the Registration Statement
on Form F-4 and other documents filed by the companies with the Commission at
the Commission's website at http://www.sec.gov. Once filed, the Registration
Statement also will be available from Teva by contacting Teva Pharmaceutical
Industries Limited, 5 Basel St. Petach Tikva 49131, Israel, Attention: Investor
Relations (972-3-926-7554).