Teva to acquire Barr Pharmaceuticals

Under the terms of the agreement, Teva will acquire 100% of the shares of Barr for total cash and stock consideration of $7.46 billion. Each share of Barr’s common stock will be converted into $39.90 in cash and 0.6272 Teva American depositary receipts. In addition, Teva will assume Barr’s outstanding net debt of approximately $1.5 billion.

The acquisition is subject to approval by the stockholders of Barr, antitrust notification and clearance statutes in North America and Europe, as well as other customary conditions. The transaction is expected to close in late 2008. This acquisition is expected to further enhance Teva’s position in the US and strengthen its position in key European markets.

The merger agreement may be terminated under certain circumstances, including if Barr’s board of directors determines to accept an unsolicited superior proposal prior to approval of the merger by Barr’s stockholders. If the merger agreement is terminated under certain circumstances, Barr will be required to pay Teva a termination fee of $200 million.

Bruce Downey, chairman and CEO of Barr, said: “This transaction will enable Teva to capitalize on Barr’s portfolio of unique generic and proprietary products, benefit from our capabilities in biologics, and expand its presence in important Central and Eastern European markets. This agreement has the full support of Barr’s board of directors and senior management, and will benefit the shareholders, customers and employees of Barr.”