SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): NOVEMBER 15, 1995
IVAX CORPORATION
8800 N.W. 36TH STREET, MIAMI, FLORIDA 33178
305-590-2200
Incorporated under the laws of the I.R.S. Employer Identification Number
STATE OF FLORIDA 16-1003559
Commission File Number
1-09623
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ITEM 5. OTHER EVENTS.
On November 15, 1995, IVAX Corporation ("IVAX") and Hafslund Nycomed
AS, a corporation organized under the laws of the Kingdom of Norway ("Hafslund
Nycomed"), terminated by mutual agreement the Transaction Agreement (the
"Agreement"), dated as of October 18, 1995, among IVAX, Hafslund Nycomed and
IVAX NYCOMED Corporation, a Florida corporation. The execution of the Agreement
had been previously reported by IVAX on a Form 8-K dated October 18, 1995.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
10 Termination of Transaction Agreement, dated as of November 15,
1995 (the "Termination Agreement"), among IVAX Corporation
("IVAX"), Hafslund Nycomed AS ("Hafslund Nycomed") and IVAX
NYCOMED Corporation.
99 Press Release of IVAX and Hafslund Nycomed relating to the
Termination Agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IVAX CORPORATION
\S\ ARMANDO A. TABERNILLA
-------------------------
Armando A. Tabernilla
Vice President -- Legal Affairs
and General Counsel
Date: November 17, 1995
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EXHIBIT 10
TERMINATION OF TRANSACTION AGREEMENT
This TERMINATION OF TRANSACTION AGREEMENT dated as of November 15, 1995
(the "Termination Agreement") is entered into among HAFSLUND NYCOMED AS, a
corporation organized under the laws of the Kingdom of Norway ("Hafslund
Nycomed"), IVAX CORPORATION, a Florida corporation ("IVAX"), and IVAX NYCOMED
CORPORATION, a Florida corporation ("IVAX NYCOMED").
W I T N E S S E T H
WHEREAS, Hafslund Nycomed, IVAX and IVAX NYCOMED are parties to a
Transaction Agreement, dated as of October 18, 1995, pursuant to which the
parties agreed to combine their respective businesses (other than Hafslund
Nycomed's Norwegian business of generating hydroelectric power and transmitting,
buying and selling electric power) in a "merger of equals" transaction;
WHEREAS, concurrently with the execution of the Transaction Agreement,
certain stockholders of Hafslund Nycomed (the "Hafslund Nycomed Stockholders")
entered into a Voting Agreement (the "Hafslund Nycomed Voting Agreement") with
IVAX pursuant to which such stockholders, among other things, agreed to vote
certain shares of Hafslund Nycomed in favor of the transactions contemplated by
the Transaction Agreement;
WHEREAS, concurrently with the execution of the Transaction Agreement,
certain stockholders of IVAX (the "IVAX Stockholders") entered into a Voting
Agreement (the "IVAX Voting Agreement") with Hafslund Nycomed pursuant to which
such stockholders, among other things, agreed to vote certain shares of IVAX in
favor of the transactions contemplated by the Transaction Agreement; and
WHEREAS, the Boards of Directors of Hafslund Nycomed, IVAX and IVAX
NYCOMED have determined that it is in the best interests of their respective
companies and stockholders to terminate the Transaction Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Hafslund Nycomed, IVAX and IVAX NYCOMED agree to terminate the
Transaction Agreement pursuant to Section 11.01(a) of the Transaction Agreement,
effective as of the date of this Termination Agreement. Each of Hafslund
Nycomed,
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IVAX and IVAX NYCOMED represent to the other that their respective Boards of
Directors have authorized the execution of this Termination Agreement.
2. Hafslund Nycomed confirms to the IVAX Stockholders that the IVAX
Voting Agreement is terminated effective as of the date of this Termination
Agreement, and IVAX confirms to the Hafslund Nycomed Stockholders that the
Hafslund Nycomed Voting Agreement is terminated effective as of the date of this
Termination Agreement.
3. The initial press release concerning the termination of the
Transaction Agreement shall be a joint release, and the parties shall cooperate
in the preparation and issuance of such press release.
IN WITNESS WHEREOF, the parties have executed this Termination
Agreement as of the date first set forth above.
HAFSLUND NYCOMED AS
By: /S/ SVEIN AASER
---------------------
Svein Aaser
Managing Director
IVAX CORPORATION
By: /S/ PHILLIP FROST
--------------------------------
Phillip Frost, M.D.
Chairman and Chief Executive
Officer
IVAX NYCOMED CORPORATION
By: /S/ SVEIN AASER
----------------------------------
Svein Aaser
President and Chief Executive
Officer
By: /S/ PHILLIP FROST
-------------------
Phillip Frost, M.D.
Chairman
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EXHIBIT 99
FOR IMMEDIATE RELEASE
IVAX AND HAFSLUND NYCOMED REPLACE MERGER
AGREEMENT WITH STRATEGIC ALLIANCE IN
PHARMACEUTICAL SECTOR
HAFSLUND NYCOMED WILL SEPARATE ENERGY
OPERATIONS FROM ITS PHARMACEUTICAL BUSINESS
Miami, Florida and Oslo, Norway, November 15, 1995 -- IVAX Corporation
(AMEX: IVX) and Hafslund Nycomed (NYSE:HN) today announced that they have
terminated the agreement to combine IVAX' business with the health care business
of Hafslund Nycomed. Although Hafslund Nycomed believes that the merger proposal
has support from a majority of the shareholders, it is not likely to be approved
by the required two-thirds majority. Therefore, the companies have mutually
agreed to terminate the transaction agreement. No penalty or fee will be payable
by either company in connection with the termination.
Based on the strong rationale underlying the original agreement, IVAX
and Hafslund Nycomed have agreed to enter into a number of licensing and
collaboration agreements. This strategic alliance will enable the companies to
make use of each other's respective product and geographic strengths, thereby
capturing some of the benefits of the original agreement. The companies plan to
distribute several of IVAX' product groups through Hafslund Nycomed's
pharmaceutical marketing and distribution organizations in Norway, Sweden,
Finland, Denmark, Benelux, Austria, Switzerland and Greece. These products
include IVAX' different asthma drugs in their metered dose and proprietary
breath-activated inhalers as well as their sterile asthma drugs for nebulizers.
The companies plan to add additional products to this arrangement in the future.
In addition, IVAX intends to license to Nycomed an injectable form of its
proprietary compound NALMEFENE for the reversal of the effects of narcotics for
sale in those same regions. Also, Hafslund Nycomed intends to license to IVAX
the North American rights to its promising CNS anticancer drug for the treatment
of brain tumors, and LORNOXICAM, a new NSAID with powerful analgesic effect.
Phillip Frost, M.D., IVAX Chairman and Chief Executive Officer, stated
"We regret that we will not be able to share the tremendous potential of our
respective companies to the same extent that we would have had we merged.
Although we will, through agreements and strategic alliances, realize a sizeable
portion of the merger's benefits, we hope to revisit the possibility of merging
our companies in the future."
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Svein Aaser, President and Chief Executive Officer of Hafslund Nycomed,
agreed with Dr. Frost's sentiments, adding "Hafslund Nycomed will remain in a
strong position, and our position will be further enhanced by the strategic
alliance we have established with IVAX."
Terje Mikalsen, Chairman of the Board of Hafslund Nycomed, confirmed
that Hafslund Nycomed still intends to demerge the company. "We are convinced
that the time has come when it is in the best industrial interest of Hafslund
Nycomed to separate its energy and pharmaceutical businesses, and we intend to
put this proposal before our shareholders as soon as practicable. We will also
continue to look for other ways to obtain a more international pricing of our
shares."
IVAX Corporation, headquartered in Miami, Florida, is a holding company
with subsidiaries engaged in the research, development, manufacturing and
marketing of generic and branded pharmaceuticals, intravenous solutions and
related products, IN VITRO diagnostics, personal care products and specialty
chemicals.
Hafslund Nycomed, headquartered in Oslo, Norway, is a pioneer in the
development of some of the safest, most effective and most broadly distributed
imaging contrast agents available. It also manufactures a range of branded and
generic prescription and OTC drugs and consumer health care products, and has a
division engaged in the production of hydroelectric power.
CONTACTS:
Hafslund Nycomed AS IVAX Corporation
Eric Cameron Joseph C. Jones
Vice President Vice President
Corporate Communications Investor Relations
47-2296-3449 305-590-2423
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