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 MIAMI and IRVINE, Calif., Jan. 5 /PRNewswire/ -- IVAX Corporation (AMEX: IVX) and McGaw, Inc. (NASDAQ-NMS: MGAW) announced today that they have entered into a definitive merger agreement.
 Under the agreement, approved by the boards of directors of both companies, McGaw will become a wholly owned subsidiary of IVAX. In the merger, McGaw stockholders will receive $16 per share in IVAX common stock based on the average closing prices of IVAX common stock for the 10 consecutive trading day period ending two trading days prior to the effective date of the merger. McGaw currently has approximately 27.4 million shares outstanding, including warrants and options, resulting in a transaction value of approximately $440 million. IVAX has approximately 72.2 million shares outstanding.
 The merger is intended to qualify as a tax-free reorganization and a pooling of interest for accounting and financial reporting purposes. Among other conditions, including receipt of a tax opinion and confirmation of pooling of interest treatment, the transaction requires the approvals of stockholders of both companies and of certain regulatory bodies, and is expected to be consummated in the first or second quarter of 1994.
 "This is a major strategic advance for IVAX and McGaw," said Dr. Phillip Frost, chairman and CEO of IVAX. "IVAX is one of the world's leading manufacturers and distributors of generic pharmaceuticals. McGaw is a leading provider of IV products and services. Together we offer access to a full range of intravenously and orally administered drugs. McGaw's sales and distribution strengths are in hospitals, surgicenters, skilled nursing facilities and home IV therapy markets. IVAX has strong relationships with pharmacies, physicians, clinics and HMOs. When combined, we can market a package of drug therapy products and services that address a broad continuum of patient needs.
 "We are entering an era of fundamental change in health care," said Dr. Frost. "As health care providers and payors develop integrated systems to manage the whole range of patient care needs, suppliers must also reconfigure. We are building a company that has the scientific and marketing resources to help providers achieve superior clinical outcomes and reduced costs."
 "McGaw and IVAX have a common goal," said James M. Sweeney, McGaw's chairman and CEO. "To provide our customers with the products and services they need to measurably improve the outcome for patients receiving oral and intravenous drug therapies, and to measurably reduce the cost of providing care. McGaw has traditionally focused on intravenous drug therapy, but most patients on intravenous therapy are also taking drugs orally. Our hospital and alternate site customers purchase drugs in both forms. We will provide added value by helping our customers to choose cost-effective therapeutic alternatives, and by preparing and delivering medications in a cost-effective manner."
 "McGaw is a company with unique technologies and services," said Dr. Frost. "Its development of EXCEL, an environmentally friendly non- PVC solutions container, has led to substantial market share gains since the technology was introduced in 1990. EXCEL is compatible with many drugs that cannot be administered in PVC containers, and unlike PVC containers, EXCEL bags do not produce toxic gases when incinerated. McGaw's new, patented DUPLEX technology allows instantaneous mixing of drugs and IV solutions, reducing pharmacy and nursing labor involved in drug preparation. Through McGaw's CAPS (Central Admixture Pharmacy Services), the company provides IV patient-specific admixture services to over 120 leading medical centers as well as home IV therapy providers, hospices, and skilled nursing facilities, reducing their operating costs. McGaw's environmental leadership and its focus on helping health care providers reduce their costs position the company ideally for growth in the '90s."
 Lehman Brothers Inc. provided financial advisory services and has rendered a fairness opinion to McGaw in connection with the transaction. McGaw also received financial advisory services from Donaldson, Lufkin & Jenrette Securities Corporation and Alex. Brown & Sons Incorporated in evaluating the transaction. Furman Selz Incorporated provided financial advisory services and has rendered a fairness opinion to IVAX in connection with the transaction.
 IVAX Corporation is a holding company with subsidiaries involved in specialty chemicals, pharmaceuticals and medical diagnostics. IVAX' principal subsidiaries include Baker Norton Pharmaceuticals, Inc., a developer and marketer of unique brand name pharmaceuticals; Norton Healthcare Limited, a leading manufacturer and marketer of generic pharmaceuticals in the United Kingdom, Ireland and other countries; H N Norton & Co., a manufacturer of generic pharmaceuticals in the United States; Goldline Laboratories, Inc., a national marketer of generic prescription and over the counter pharmaceuticals in the United States; Baker Cummins Dermatologicals, Inc., a dermatological products company; Johnson Products Co., Inc., a personal-care products company; Flori Roberts, Inc., a skin care and cosmetics company; DVM Pharmaceuticals Inc., a veterinary products company; Baker Cummins, Inc., a marketer of brand name pharmaceuticals in Canada; Diamedix Corporation, a medical diagnostics company; Delta Biologicals S.r.l., a marketer of medical diagnostic tests and instruments in Italy; and IVAX Industries, Inc., a chemical specialties business.
 McGaw, with headquarters in Irvine, Calif., is a leading provider of IV therapy products and services to hospitals, home IV therapy providers, surgicenters and skilled nursing facilities.
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 /NOTE TO EDITOR: EXCEL, DUPLEX and CAPS are trademarks of McGaw./
 /CONTACT: Richard C. Pfenniger, senior vice president-legal affairs, IVAX, 305-590-2309; or Lawrence Watts, vice president, corporate communications, McGaw, 714-660-2121/

CO: IVAX Corporation; McGaw, Inc. ST: Florida, California IN: MTC SU: TNM

RK-AW -- FL013 -- 9526 01/05/94 17:29 EST
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Publication:PR Newswire
Date:Jan 5, 1994

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