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): MARCH 20, 1997
IVAX CORPORATION
4400 BISCAYNE BOULEVARD, MIAMI, FLORIDA 33137
305-575-6000
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Incorporated under the laws of the Commission File Number I.R.S. Employer Identification Number
STATE OF FLORIDA 1-09623 16-1003559
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ITEM 5. OTHER EVENTS.
Bergen Brunswig Corporation ("Bergen") sent written notice to IVAX
Corporation ("IVAX") on March 20, 1997 informing IVAX that Bergen was
unilaterally terminating the Agreement and Plan of Merger, dated as of November
10, 1996 (the "Merger Agreement"), among BBI Healthcare Corporation, Bergen,
IVAX, BBI-I Sub, Inc. and BBI-B Sub, Inc., effective immediately.
In connection with the termination of the Merger Agreement, on March
21, 1997, Bergen filed a complaint against IVAX in the United States District
Court for the Southern District of New York, alleging, among other things, that
IVAX breached the Merger Agreement and seeking recovery of a $50 million fee and
other money damages, interest and attorneys fees. IVAX does not believe that
Bergen had a legal right to unilaterally terminate the Merger Agreement, and
intends to defend the suit vigorously and pursue a counterclaim against Bergen
for breach of the Merger Agreement.
A copy of IVAX' press release announcing Bergen's actions is filed as
Exhibit 99.1 and incorporated herein by this reference.
ITEM 7. EXHIBITS
99.1 Press release dated March 20, 1997 announcing the unilateral
termination of the previously announced merger agreement
between IVAX and Bergen.
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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
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Armando A. Tabernilla
Vice President -- Legal Affairs
and General Counsel
Date: March 27, 1997
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 Press release, dated March 20, 1997 announcing Bergen's
termination of the Agreement and Plan of Merger, dated as of
November 10, 1996, among BBI Healthcare Corporation, IVAX
Corporation, Bergen Brunswig Corporation, BBI-I Sub, Inc. and
BBI-B Sub, Inc.
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
MERGER AGREEMENT BETWEEN IVAX AND BERGEN TERMINATED
Miami, Florida, March 20, 1997 -- IVAX Corporation (AMEX:IVX) today
announced that Bergen Brunswig Corporation has unilaterally terminated, without
good cause, the previously announced merger agreement between IVAX and Bergen.
"Although we saw great opportunity in a merger of equals with Bergen,
we are prepared to proceed on an independent basis," said Phillip Frost, IVAX
Chairman and Chief Executive Officer. "Recognizing the possibility that the
Bergen merger might not be approved or completed, we developed, together with
our advisors, a number of contingency strategies geared towards the success of
an independent IVAX, and look forward to announcing and implementing those
strategies in the near term."
"I joined IVAX only a few weeks ago, but in that short time I have been
tremendously impressed with the quality of IVAX' people and technologies," said
Robert C. Strauss, IVAX' new President and Chief Operating Officer. "Despite
today's developments, I am very positive about IVAX' prospects, and hold great
enthusiasm for IVAX' future."
IVAX Corporation, headquartered in Miami Florida, is a holding company
with subsidiaries engaged primarily 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.
EXCEPT FOR THE HISTORICAL MATTERS CONTAINED HEREIN, STATEMENTS IN THIS
PRESS RELEASE ARE FORWARD LOOKING AND ARE MADE PURSUANT TO THE SAFE HARBOR
PROVISIONS OF THE SECURITIES LITIGATION REFORM ACT OF 1995. INVESTORS ARE
CAUTIONED THAT FORWARD LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES WHICH
MAY AFFECT IVAX' BUSINESS AND PROSPECTS, INCLUDING ECONOMIC, COMPETITIVE,
GOVERNMENTAL, TECHNOLOGICAL AND OTHER FACTORS DISCUSSED IN IVAX' FILINGS WITH
THE SECURITIES AND EXCHANGE COMMISSION.
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CONTACT: Joseph C. Jones
Vice President -
Corporate Communications
IVAX Corporation
305-575-6042
IVAX Corporation press releases are available at no charge through PR Newswire's
Company News On-Call facsimile service and/or Web Site. For a menu of IVAX'
press releases or to retrieve a specific release, call 800-758-5804, extension
457725, or use the Internet via http://www.prnewswire.com.
