BERGEN BRUNSWIG AND IVAX SIGN $3.2 BILLION DEFINITIVE MERGER AGREEMENT.NEW YORK--(HealthWire)--Nov. 11, 1996-- Combined Business Integrates Manufacturing, Distribution and Supply Chain Management Bergen Brunswig Corporation (NYSE NYSE See: New York Stock Exchange :BBC BBC in full British Broadcasting Corp. Publicly financed broadcasting system in Britain. A private company at its founding in 1922, it was replaced by a public corporation under royal charter in 1927. ) and IVAX Corporation IVAX Corporation was a United States public corporation focused on manufacturing and distributing generic pharmaceutical products. Ivax was acquired by the Israeli company Teva Pharmaceutical Industries in January 2006. External links
See: American Stock Exchange :IVX) today announced that they have entered into a definitive merger agreement that has been unanimously approved by their boards of directors. The new company, which will be known as BBI BBI Blockbuster Inc. (stock symbol) BBI Berlin Brandenburg International (Airport) BBI Broadband-Interactive BBI Browser-Based Interface BBI Best Brains Inc. Healthcare Corporation, merges the financial strength and the nationwide healthcare distribution network of Bergen Brunswig with the broad product portfolio, promising pipeline, and manufacturing capabilities of one of the world's largest generic pharmaceutical companies, IVAX IVAX Industrial Vax (Dec Computer) . BBI Healthcare will improve the affordability and quality of care available to consumers. "This combination will enhance revenues, take advantage of synergies by streamlining the supply chain, improve margins, and create shareholder value that exceeds the value of Bergen and IVAX as stand-alone businesses," said Robert E. Martini, 64, chairman and chief executive officer of Bergen Brunswig. Under the agreement, BBI Healthcare will acquire both Bergen Brunswig and IVAX through an exchange of common stock. IVAX shareholders will receive 0.42 shares of stock in the new company for each share of IVAX common stock. Bergen Brunswig shareholders will receive 1.00 share of BBI stock for each share of Bergen Brunswig common stock. After the merger, Bergen Brunswig and IVAX shareholders will hold approximately 44 percent and 56 percent, respectively, of BBI Healthcare common stock. Bergen Brunswig President and CEO-elect Donald R. Roden, 50, will become chief executive officer of BBI Healthcare. IVAX chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. Phillip Frost, M.D., 60, and Mr. Martini, 64, will serve as co-chairmen of the new company. In addition to Dr. Frost and Messrs. Martini and Roden, BBI Healthcare's board of directors will be comprised of seven members designated by IVAX and seven members designated by Bergen Brunswig. A steering committee steer·ing committee n. A committee that sets agendas and schedules of business, as for a legislative body or other assemblage. steering committee Noun has been formed to manage BBI Healthcare's integration. Committee members are Dr. Frost, Messrs. Martini and Roden, Mr. Neil Dimick, Bergen's chief financial officer, and IVAX Chief Operating Officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. Richard C. Pfenniger, Jr. BBI HEALTHCARE BUSINESS STRATEGY BBI Healthcare's strategy will leverage the complementary businesses of Bergen Brunswig and IVAX to reduce operating costs, broaden distribution and increase sales while expanding margins for both companies. BBI's goal is to create a low cost, high quality generic line that can be bundled with its branded and proprietary pharmaceutical and medical-surgical products. The new company will be uniquely positioned to serve its customers at a time when $48 billion in current annual sales of branded pharmaceutical products are available or will become available in the next five years for generic substitution. "BBI Healthcare will manage the supply chain together with our customers throughout the distribution process -- from the laboratory right to the patient," explained Mr. Roden. "With the full integration of manufacturing and distribution, we can cut costs in the supply chain and help make healthcare more affordable. Bergen Brunswig purchases nearly $2 billion in multisource pharmaceuticals each year. As part of BBI Healthcare, IVAX will be able to penetrate broad new markets and increase sales of its generic and proprietary pharmaceuticals." "IVAX's broad product line and extensive research pipeline is a unique asset which is fundamental to the paradigm and creates gross margin opportunities for the combined company," Roden said. He added that BBI Healthcare will appoint a North American North American named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. pharmaceutical operations head to oversee all manufacturing. Mr. Roden also explained that Bergen's Generic Purchasing Program (GPP GPP Government Performance Project GPP General Purpose Processor GPP General Physical Preparedness GPP Gambian People's Party GPP Good Pharmacy Practice GPP Gross Primary Productivity GPP Green Procurement Program GPP Generic Packetized Protocol ), a unique, cost-effective program which offers a full line of generics, will be a key competitive advantage for the merged businesses. GPP gives BBI Healthcare a competitive pricing advantage and provides participating suppliers with guaranteed volume and the ability to substantially add to their market share. The GPP program will provide immediate distribution for IVAX's new generic drug generic drug, a drug sold or prescribed under the nonproprietary name of its active ingredients or under a generally descriptive name rather than under a brand or trade name. applications as they are approved with greater savings to healthcare consumers. "Our union with Bergen Brunswig links us to a drug distribution company that has been a source of strength in the industry for more than a century," commented Dr. Frost. "Bergen Brunswig has created advanced distribution and customer service systems to support its more than 16,000 managed care, retail chain and independent pharmacy customers. In addition, Bergen contributes excellent financial systems, and I am particularly pleased that Neil Dimick will bring his expertise to BBI Healthcare as CFO See Chief Financial Officer. ." "We are combining our efficient organization and consistent financial performance with IVAX's innovation and higher margins," commented Mr. Martini. "Together, we will deliver earnings growth and the broadest, most technically advanced generic drug product line in the world. "The merger also expands Bergen's business outside the United States for the first time," Mr. Martini continued. "IVAX's Norton Healthcare subsidiary is the largest generic pharmaceutical company in the United Kingdom. Under the direction of Isaac Kaye, Deputy CEO of IVAX, Norton serves as the hub of operations in the United Kingdom, Ireland, Poland, Germany, the Czech and Slovak Republics, and China. "I am proud that Dr. Samuel Broder, IVAX's Chief Scientific Officer, will lead BBI Healthcare's worldwide research and development programs. Dr. Broder served as director of the National Cancer Institute before joining IVAX, and was instrumental in the development of a number of important treatments for cancer and AIDS," Mr. Martini said. SUMMARY OF THE TRANSACTION The merger will be accounted for as a pooling-of-interests, and will be tax free to shareholders. BBI will have approximately 91 million primary common shares outstanding after the merger, which it expects to list on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. . Subject to approval by BBI Healthcare's board of directors, Bergen Brunswig and IVAX expect the new company to pay annual dividends of 48 cents per share Cents per share The amount of a mutual fund's dividend or capital gains distributions that a shareholder will receive for each share owned. . Mr. Martini and Dr. Frost have each agreed to vote their shares in favor of the merger. The merger is expected to close during the first quarter of 1997, pending regulatory approvals, the approval of shareholders and certain other conditions. BBI Healthcare will be headquartered in Miami, Florida, and will employ more than 12,000 individuals worldwide. In connection with the merger, each company has granted to the other an option to purchase up to 19.9 percent of its newly issued shares, and has agreed to pay to the other break-up fees and to reimburse expenses in certain cases involving a competing transaction. Lehman Brothers acted as financial advisor to IVAX and provided a fairness opinion Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. to its board of directors. Merrill Lynch & Co. acted as financial advisor to Bergen Brunswig and provided a fairness opinion to its board of directors. Bergen Brunswig Corporation, headquartered in Orange, California, provides nationwide distribution of pharmaceuticals and medical-surgical supplies to chain and independent pharmacies, hospitals, HMOs, nursing homes, clinics and physician groups. IVAX Corporation, headquartered in Miami, Florida, is a holding company with subsidiaries engaged in the research, development, manufacture and marketing of health care products, including generic and branded pharmaceuticals, intravenous solutions and related products, and in vitro diagnostics In vitro diagnostic (IVD) tests are medical tests conducted in a test tube, or more generally in a controlled environment outside a living organism. In vitro means in glass in Latin. . Except for the historical matters contained herein, statements in this press release are forward looking and are made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Securities Litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. Reform Act of 1995. Investors are cautioned that forward looking statements involve risks and uncertainties which may affect the business and prospects of IVAX, Bergen Brunswig, and BBI Healthcare Corporation, including economic, competitive, governmental, technological and other factors discussed in their respective filings with the Securities and Exchange Commission. CONTACT: BERGEN BRUNSWIG CORPORATION IVAX CORPORATION Lisa Riordan Joseph C. Jones Director - Investor Relations Investor relations The process by which the corporation communicates with its investors. Vice President - Bergen Brunswig Corporation Corporate Communications (800) 840-5131 IVAX Corporation (212) 922-0900 (800) 980-IVAX (212) 922-0900 -or- MEDIA ASSISTANCE Dick Kosmicki/Wes Truesdell/Jack Lauder The Dilenschneider Group (212) 922-0900 |
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