SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 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): August 9, 1999
COPLEY PHARMACEUTICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
0-20126 04-2514637
(Commission File Number) (IRS Employer Identification No.)
25 John Road
Canton, Massachusetts 02021
(Address of principal executive offices) (Zip Code)
(781) 821-6111
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On August 10, 1999 Copley Pharmaceutical, Inc. announced that Copley and Teva
Pharmaceuticals USA, Inc., Teva Pharmaceutical Industries Ltd.'s U.S.
subsidiary, have executed a definitive merger agreement providing for the
acquisition by Teva-USA of all the outstanding shares of Copley for $11.00 per
share in cash. The transaction is valued at approximately $220 million.
The merger agreement provides for a cash tender offer by Caribou Merger
Corporation, a subsidiary of Teva-USA, for all outstanding Copley shares at
$11.00 per share. The tender offer will be commenced within five business days.
The tender offer will be conditioned upon, among other things, there being
validly tendered and not withdrawn, at least a majority of the outstanding
shares of Copley, and the expiration of appropriate waiting periods under the
Hart-Scott-Rodino Antitrust Act. The offer is not subject to any financing
condition, and the obligations of Teva-USA under the merger agreement have been
guaranteed by Teva Pharmaceutical Industries Limited. Any Copley shares not
purchased pursuant to the tender offer will be acquired in a subsequent merger
at the same $11.00 per share cash price.
Item 7. Exhibits
99.1 Joint press release of the Registrant and Teva Pharmaceutical Industries
Ltd.
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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 hereunto duly authorized.
DATE COPLEY PHARMACEUTICAL, INC.
August 10, 1999
/s/ Daniel M.P. Caron
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Daniel M. P. Caron
Vice President, Finance, Chief Financial
Officer and Treasurer(Principal Financial Officer)
EXHIBIT INDEX
Exhibit Number Description
99.1 Joint press release of the Registrant and Teva Pharmaceutical
Industries Ltd.
TEVA PHARMACEUTICAL INDUSTRIES LTD
TO ACQUIRE COPLEY PHARMACEUTICAL, INC.
Strengthens Teva-USA's Leadership in the U.S. Generic Market
Jerusalem, Israel and Canton, MA, August 10, 1999 - Teva Pharmaceutical
Industries Ltd, (Nasdaq: TEVIY) and Copley Pharmaceutical, Inc. (Nasdaq: CPLY)
announced today that Copley and Teva Pharmaceuticals USA, Inc., Teva
Pharmaceutical Industries Ltd.'s U.S. subsidiary, have executed a definitive
merger agreement providing for the acquisition by Teva-USA of all the
outstanding shares of Copley for $11.00 per share in cash. The transaction is
valued at approximately $220 million.
The merger agreement provides for a cash tender offer by Caribou Merger
Corporation, a subsidiary of Teva-USA, for all outstanding Copley shares at
$11.00 per share. The tender offer will be commenced within five business days.
The tender offer will be conditioned upon, among other things, there being
validly tendered and not withdrawn, at least a majority of the outstanding
shares of Copley, and the expiration of appropriate waiting periods under the
Hart-Scott-Rodino Antitrust Act. The offer is not subject to any financing
condition, and the obligations of Teva-USA under the merger agreement have been
guaranteed by Teva Pharmaceutical Industries Limited. Any Copley shares not
purchased pursuant to the tender offer will be acquired in a subsequent merger
at the same $11.00 per share cash price.
In connection with the execution of the merger agreement, Teva-USA has entered
into an agreement with Hoechst Corporation, the holder of approximately 52% of
Copley's outstanding shares, under which Hoechst has agreed to tender its shares
in the tender offer.
Mr. Eli Hurvitz, President and Chief Executive Officer of Teva, said, "The
merger will strengthen Teva's position in the U.S. generic drug market and
further enhance the breadth of the generic product line being offered in the
U.S. by Teva. As part of the worldwide Teva group, Copley will bring with it
personnel, facilities, an existing product line and a development pipeline which
will complement our existing operations in the U.S."
Mr. Daniel Korpolinski, Copley's President and Chief Executive Officer, said,
"The acquisition of Copley by Teva is a testament to the many capabilities that
Copley will bring to the Teva Group. We have said that being a first-tier
company is essential to success in our industry, and joining with one of the
world's largest multisource pharmaceutical companies fulfills that objective."
Copley Pharmaceutical, Inc., headquartered in Canton, MA, is a leading
manufacturer and marketer of a broad range of multi-source prescription and
over-the-counter pharmaceuticals. The Company markets its products to
distributors, retail chains, wholesalers, hospitals, government agencies, and
managed health-care entities.
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Teva Pharmaceutical Industries Ltd., is Israel's largest pharmaceutical company,
with 80% of its sales outside Israel, mainly in the United States. The Company
develops, manufactures, and markets generic and branded human pharmaceuticals,
active pharmaceutical ingredients, medical disposables and veterinary products.
Safe Harbor Statement: This release contains forward-looking statements which
express the 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 the company'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 the impact of
pharmaceutical industry regulation, the difficulty of predicting 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, the impact of competitive
products and pricing, the availability and pricing of ingredients used in the
manufacture of pharmaceutical products, 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, fluctuations in currency, exchange and interest rates, operating
results, the impact of the year 2000 issue and other factors that are discussed
in the Company's Annual Report on Form 20-F and the Company's other filings with
the US Securities and Exchange Commission.
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