FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of September 2008
Commission File Number 0-16174
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
--------------------------------------
(Translation of registrant's name into English)
5 Basel Street, P.O. Box 3190
Petach Tikva 49131 Israel
-------------------------
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F [X] Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): _______________
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): _______________
Indicate by check mark whether by furnishing the information contained in
this Form, the registrant is also hereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g(3)-2(b): 82-________________
Teva Contacts: Barr Contact:
------------------------ --------------------------- ---------------------------
Investors Investors and Media
Elana Holzman Kevin Mannix Carol A. Cox
972 (3) 926-7554 (215) 591-8912 201-930-3720
elana.holzman@teva.co.il kevin.mannix@tevausa.com carol.cox@barrlabs.com
Media
Ayala Miller Denise Bradley
972 (3) 926-7262 (215) 591-8974
ayala.miller@teva.co.il denise.bradley@tevausa.com
------------------------ --------------------------- ---------------------------
For Immediate Release
Teva and Barr Receive FTC Request for Additional Information
Jerusalem, Israel and Montvale, NJ, September 3, 2008 - Teva Pharmaceutical
Industries Ltd. (Nasdaq: TEVA) and Barr Pharmaceuticals, Inc. (NYSE: BRL)
announced today that, as expected, each party has received a request for
additional information (commonly referred to as a "second request") from the
U.S. Federal Trade Commission (FTC) in connection with Teva's pending
acquisition of Barr. The parties have been cooperating with the FTC staff since
shortly after the announcement of the transaction and intend to continue to
cooperate with the FTC to obtain HSR clearance as promptly as possible.
The effect of the second request is to extend the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (HSR) waiting period until thirty days after the
parties have substantially complied with the request, unless that period is
terminated sooner by the FTC. The companies continue to expect that the
transaction will close in late 2008, following completion of the HSR clearance
process, the obtaining of the other required antitrust approvals and the
satisfaction of all other closing conditions contained in the merger agreement
between the parties, including the approval of Barr stockholders.
About Teva
Teva Pharmaceutical Industries Ltd., headquartered in Israel, is among the top
20 pharmaceutical companies in the world and is the world's leading generic
pharmaceutical company. The Company develops, manufactures and markets generic
and innovative human pharmaceuticals and active pharmaceutical ingredients, as
well as animal health pharmaceutical products. Over 80 percent of Teva's sales
are in North America and Western Europe.
About Barr
Barr Pharmaceuticals, Inc. is a global specialty pharmaceutical company that
operates in more than 30 countries worldwide and is engaged in the development,
manufacture and marketing of generic and proprietary pharmaceuticals,
biopharmaceuticals and active pharmaceutical ingredients. A holding company,
Barr operates through its principal subsidiaries: Barr Laboratories, Inc.,
Duramed Pharmaceuticals, Inc. and PLIVA d.d. and its subsidiaries. The Barr
Group of companies markets more than 120 generic and 27 proprietary products in
the U.S. and approximately 1,025 products globally outside of the U.S. For more
information, visit www.barrlabs.com.
Safe Harbor Statement under the U. S. Private Securities Litigation Reform Act
of 1995: This release contains forward-looking statements, which express the
current beliefs and expectations of management. Such statements are based on
management's current beliefs and expectations and involve a number of known and
unknown risks and uncertainties that could cause Teva and Barr's future results,
performance or achievements to differ materially 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
risks relating to: whether and when the proposed acquisition will be consummated
and the terms of any conditions imposed in connection with such closing, Teva's
ability to rapidly integrate Barr's operations and achieve expected synergies,
diversion of management time on merger-related issues, Teva and Barr's ability
to successfully develop and commercialize additional pharmaceutical products,
the introduction of competing generic equivalents, the extent to which Teva or
Barr may obtain U.S. market exclusivity for certain of their new generic
products and regulatory changes that may prevent Teva or Barr from utilizing
exclusivity periods, competition from brand-name companies that are under
increased pressure to counter generic products, or competitors that seek to
delay the introduction of generic products, the impact of consolidation of our
distributors and customers, potential liability for sales of generic products
prior to a final resolution of outstanding patent litigation, including that
relating to the generic versions of Allegra(R), Neurontin(R), Lotrel(R) and
Protonix(R), the effects of competition on our innovative products, especially
Copaxone(R) sales, the impact of pharmaceutical industry regulation and pending
legislation that could affect the pharmaceutical industry, the difficulty of
predicting U.S. Food and Drug Administration, European Medicines Agency and
other regulatory authority approvals, the regulatory environment and changes in
the health policies and structures of various countries, our ability to achieve
expected results though our innovative R&D efforts, Teva's ability to
successfully identify, consummate and integrate acquisitions, potential exposure
to product liability claims to the extent not covered by insurance, dependence
on the effectiveness of our patents and other protections for innovative
products, significant operations worldwide that may be adversely affected by
terrorism, political or economical instability or major hostilities, supply
interruptions or delays that could result from the complex manufacturing of our
products and our global supply chain, environmental risks, fluctuations in
currency, exchange and interest rates, and other factors that are discussed in
Teva's Annual Report on Form 20-F, Barr's Annual Report on Form 10-K and their
other filings with the U.S. Securities and Exchange Commission. Forward-looking
statements speak only as of the date on which they are made, and neither Teva
nor Barr undertakes no obligation to update publicly or revise any
forward-looking statement, whether as a result of new information, future
developments or otherwise.
This communication is being made in respect of the proposed merger involving
Teva and Barr. In connection with the proposed merger, Teva will be filing a
registration statement on Form F-4 containing a proxy statement/prospectus for
the stockholders of Barr, and Barr will be filing a proxy statement for the
stockholders of Barr, and each will be filing other documents regarding the
proposed transaction, with the SEC. Before making any voting or investment
decision, Barr's stockholders and investors are urged to read the proxy
statement/prospectus regarding the merger and any other relevant documents
carefully in their entirety when they become available because they will contain
important information about the proposed transaction. Once filed, the
registration statement containing the proxy statement/prospectus and other
documents will be available free of charge at the SEC's website, www.sec.gov.
You will also be able to obtain the proxy statement/prospectus and other
documents free of charge by contacting Barr Investor Relations at 201-930-3720
or Teva Investor Relations at 972-3-926-7554 / 215-591-8912.
Teva, Barr and their respective directors and executive officers and other
members of management and employees may be deemed to participate in the
solicitation of proxies in respect of the proposed transactions. Information
regarding Barr's directors and executive officers is available in Barr's proxy
statement for its 2008 annual meeting of stockholders, which was filed with the
SEC on April 7, 2008 and information regarding Teva's directors
and executive officers is available in Teva's Annual Report on Form 20-F for the
year ended December 31, 2007, which was filed with the SEC on February 29, 2008.
Additional information regarding the interests of such potential participants
will be included in the proxy statement/prospectus and the other relevant
documents filed with the SEC when they become available.
# # #
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.
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
(Registrant)
By: /s/ Eyal Desheh
---------------------------------------
Name: Eyal Desheh
Title: Chief Financial Officer
Date: September 3, 2008