SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report (date of earliest event reported): November 10, 1996
BERGEN BRUNSWIG CORPORATION
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(Exact name of registrant as specified in its charter)
State of New Jersey 1-5110 22-1444512
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(State or other (Commission File (I.R.S. Employer
jurisdiction or Number) Identification No.)
incorporation)
4000 Metropolitan Drive, Orange, California 92668
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(Address of principal executive offices) (Zip Code)
(714) 385-4000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Exhibit Index Appears on Page [ ]
Item 5. Other Events.
On November 10, 1996, BBI Healthcare Corporation, a Delaware
corporation ("BBI"), IVAX Corporation, a Florida corporation ("IVAX"), Bergen
Brunswig Corporation, a New Jersey corporation (the "Company"), BBI-I Sub, Inc.
("IVAX Merger Sub"), a Florida corporation, and BBI-B Sub, Inc. ("Bergen Merger
Sub"), a New Jersey corporation, entered into an Agreement and Plan of Merger,
dated as of November 10, 1996 (the "Merger Agreement"), providing for the merger
of IVAX Merger Sub with and into IVAX, and the merger of Bergen Merger Sub with
and into the Company, with IVAX and the Company as the surviving corporations
after such mergers (the "Mergers"). As a result of the Mergers, the surviving
corporations will be wholly owned subsidiaries of BBI. The Mergers are intended
to qualify as tax-free reorganizations for federal income tax purposes and will
be accounted for as a "pooling of interests" for financial reporting purposes.
The Merger Agreement provides that, at the effective time of the
Mergers, each share of common stock, par value $.10 per share, of IVAX ("IVAX
Common Stock"), will be converted into the right to receive 0.4200 shares of
common stock, par value $.01 per share, of BBI ("BBI Common Stock"). Each share
of Class A common stock, par value $1.50 per share, of the Company ("Bergen
Common Stock"), will be converted into the right to receive 1.0000 share of BBI
Common Stock.
In addition, the Merger Agreement provides that IVAX will pay to the
Company a termination fee of $50 million, if the Merger Agreement is terminated
under certain circumstances. The Merger Agreement also provides that the Company
will pay to IVAX a termination fee of $39 million if the Merger Agreement is
terminated under certain other circumstances.
Consummation of the Mergers is subject to certain conditions,
including, among other things, approval of the Mergers by the shareholders of
IVAX and the Company, the expiration or termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, receipt of
legal opinions to the effect that the Mergers qualify as tax-free
reorganizations for federal income tax purposes and confirmation from the
parties' accountants that the Mergers will be accounted for as a "pooling of
interests" for financial reporting purposes.
The foregoing description is qualified in its entirety by reference to
the Merger Agreement, a copy of which is attached hereto as Exhibit 2 and is
incorporated herein by reference. All capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the Merger Agreement.
As a condition to the Company entering into the Merger Agreement, IVAX
and the Company entered into a stock option agreement, dated as of November 10,
1996 (the "IVAX Stock Option Agreement"), pursuant to which IVAX granted to the
Company an irrevocable option, effective as of the close of trading on the AMEX
on November 11, 1996,
to purchase up to 30,177,342 shares of IVAX Common Stock (which would constitute
approximately 19.9% of the outstanding shares of IVAX Common Stock) at an
exercise price equal to the closing price of shares of IVAX Common Stock on the
AMEX on such date (the "IVAX Stock Option"). As a condition to IVAX entering
into the Merger Agreement, the Company and IVAX entered into a stock option
agreement, dated as of November 10, 1996 (the "Bergen Stock Option Agreement"),
pursuant to which the Company granted to IVAX an irrevocable option, effective
as of the close of trading on the NYSE on November 11, 1996, to purchase up to
9,953,076 shares of Bergen Common Stock (which would constitute approximately
19.9% of the outstanding shares of Bergen Common Stock) at an exercise price
equal to the closing price of shares of Bergen Common Stock on the NYSE
Composite Tape on such date (the "Bergen Stock Option"). Each of the IVAX Stock
Option and the Bergen Stock Option will become exercisable upon certain
conditions specified in the IVAX Stock Option Agreement and the Bergen Stock
Option Agreement, respectively.
The foregoing description is qualified in its entirety by reference to
the IVAX Stock Option Agreement and the Bergen Stock Option Agreement, copies of
which are attached hereto as Exhibits 10.1 and 10.2, respectively, and each of
which is incorporated herein by reference.
In addition, Robert E. Martini and IVAX have entered into a voting
agreement, dated as of November 10, 1996 (the "Bergen Voting Agreement"),
pursuant to which Mr. Martini, the Chairman and Chief Executive Officer of the
Company, owning approximately 5.3% of the outstanding shares of Bergen Common
Stock, has agreed to vote the shares of Bergen Common Stock held by him in favor
of the Mergers and against any competing transaction for a one-year period. The
Company, Dr. Phillip Frost and Frost-Nevada, Limited Partnership have also
entered into a voting agreement, dated as of November 10, 1996 (the "IVAX Voting
Agreement"), pursuant to which Frost-Nevada, Limited Partnership and Dr. Frost,
the Chairman and Chief Executive Offer of IVAX, together owning approximately
12.5% of the outstanding IVAX Common Stock, have agreed to vote the shares of
IVAX Common Stock held by them in favor of the Mergers and against any competing
transaction for a one-year period.
The foregoing description is qualified in its entirety by reference to
the Bergen Voting Agreement and the IVAX Voting Agreement, copies of which are
attached hereto as Exhibits 10.3 and 10.4, respectively, and each of which is
incorporated herein by reference.
A copy of the joint press release of IVAX and the Company, dated
November 10, 1996, relating to the above-described transactions is attached
hereto as Exhibit 99 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a)-(b) Not Applicable.
(c) Exhibits required by Item 601 of Regulation S-K.
2 Agreement and Plan of Merger, dated as of November 10, 1996,
among BBI, IVAX, the Company, IVAX Merger Sub and Bergen Merger
Sub
10.1 Stock Option Agreement, dated as of November 10, 1996, between
IVAX and the Company
10.2 Stock Option Agreement, dated as of November 10, 1996, between
the Company and IVAX
10.3 Voting Agreement, dated as of November 10, 1996, between IVAX
and Robert E. Martini
10.4 Voting Agreement, dated as of November 10, 1996, among the
Company, Frost-Nevada, Limited Partnership and Dr. Phillip Frost
99 Joint press release by IVAX and the Company dated November 10,
1996
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.
BERGEN BRUNSWIG CORPORATION
Date: November 12, 1996 By: /s/ Milan A. Sawdei
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Milan A. Sawdei
Executive Vice President,
Chief Legal Officer and Secretary