EXHIBIT 99
BERGEN BRUNSWIG CORPORATION IVAX CORPORATION
Lisa Riordan Joseph C. Jones
Director - Investor Relations Vice President -
Bergen Brunswig Corporation Corporate Communications
(800) 922-0900 IVAX Corporation
(800) 980-IVAX
(212) 922-0900
MEDIA ASSISTANCE
Dick Kosmicki/Wes Truesdell/Jack Lauder
The Dilenschneider Group
(212) 922-0900
BERGEN BRUNSWIG AND IVAX SIGN $3.2 BILLION
DEFINITIVE MERGER AGREEMENT
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Combined Business Integrates Manufacturing, Distribution and
Supply Chain Management
NEW YORK, NY, November 11, 1996 -- Bergen Brunswig Corporation (NYSE:BBC) and
IVAX Corporation (AMEX:IVX) today announced that they have entered into a
definitive merger agreement that has been unanimously approved by their boards
of directors.
The new company, which will be known as BBI Healthcare Corporation, merges the
financial strength and the nationwide healthcare distribution network of Bergen
Brunswig with the broad product portfolio, promising pipeline, and manufacturing
capabilities of one of
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the world's largest generic pharmaceutical companies, IVAX. BBI Healthcare will
improve the affordability and quality of care available to consumers.
"This combination will enhance revenues, take advantage of synergies by
streamlining the supply chain, improve margins, and create shareholder value
that exceeds the value of Bergen and IVAX as stand-alone businesses," said
Robert E. Martini, 64, chairman and chief executive officer of Bergen Brunswig.
Under the agreement, BBI Healthcare will acquire both Bergen Brunswig and IVAX
through an exchange of common stock. IVAX shareholders will receive 0.42 shares
of stock in the new company for each share of IVAX common stock. Bergen Brunswig
shareholders will receive 1.00 share of BBI stock for each share of Bergen
Brunswig common stock. After the merger, Bergen Brunswig and IVAX shareholders
will hold approximately 44 percent and 56 percent, respectively, of BBI
Healthcare common stock.
Bergen Brunswig President and CEO-elect Donald R. Roden, 50, will become chief
executive officer of BBI Healthcare. IVAX chairman and CEO Phillip Frost, M.D.,
60, and Mr. Martini, 64, will serve as co-chairmen of the new company.
In addition to Dr. Frost and Messrs. Martini and Roden, BBI Healthcare's board
of directors will be comprised of seven members designated by IVAX and seven
members designated by Bergen Brunswig. A steering committee has been formed to
manage BBI Healthcare's integration. Committee members are Dr. Frost, Messrs.
Martini and Roden, Mr. Neil Dimick, Bergen's chief financial officer, and IVAX
Chief Operating Officer Richard C. Pfenniger, Jr.
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BBI HEALTHCARE BUSINESS STRATEGY
BBI Healthcare's strategy will leverage the complementary businesses of Bergen
Brunswig and IVAX to reduce operating costs, broaden distribution and increase
sales while expanding margins for both companies. BBI's goal is to create a low
cost, high quality generic line that can be bundled with its branded and
proprietary pharmaceutical and medical-surgical products. The new company will
be uniquely positioned to serve its customers at a time when $48 billion in
current annual sales of branded pharmaceutical products are available or will
become available in the next five years for generic substitution.
"BBI Healthcare will manage the supply chain together with our customers
throughout the distribution process -- from the laboratory right to the
patient," explained Mr. Roden. "With the full integration of manufacturing and
distribution, we can cut costs in the supply chain and help make healthcare more
affordable. Bergen Brunswig purchases nearly $2 billion in multisource
pharmaceuticals each year. As part of BBI Healthcare, IVAX will be able to
penetrate broad new markets and increase sales of its generic and proprietary
pharmaceuticals."
"IVAX's broad product line and extensive research pipeline is a unique asset
which is fundamental to the paradigm and creates gross margin opportunities for
the combined company," Roden said. He added that BBI Healthcare will appoint a
North American pharmaceutical operations head to oversee all manufacturing.
Mr. Roden also explained that Bergen's Generic Purchasing Program (GPP), a
unique, cost-effective program which offers a full line of generies, will be a
key competitive advantage for the merged businesses. GPP gives BBI Healthcare a
competitive pricing advantage and provided participating suppliers with
guaranteed volume and the ability to substantially add to their market share.
The GPP program will provide immediate
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distribution for IVAX's new generic drug applications as they are approved with
greater savings to healthcare consumers.
"Our union with Bergen Brunswig links us to a drug distribution company that has
been a source of strength in the industry for more than a century," commented
Dr. Frost. "Bergen Brunswig has created advanced distribution and customer
service systems to support its more than 16,000 managed care, retail chain and
independent pharmacy customers. In addition, Bergen contributes excellent
financial systems, and I am particularly pleased that Neil Dimick will bring his
expertise to BBI Healthcare as CFO."
"We are combining our efficient organization and consistent financial
performance with IVAX's innovation and higher margins," commented Mr. Martini.
"Together, we will deliver earnings growth and the broadest, most technically
advanced generic drug product line in the world."
"The merger also expands Bergen's business outside the United States for the
first time," Mr. Martini continued. "IVAX's Norton Healthcare subsidiary is the
largest generic pharmaceutical company in the United Kingdom. Under the
direction of Isaac Kaye, Deputy CEO of IVAX, Norton serves as the hub of
operations in the United Kingdom, Ireland, Poland, Germany, the Czech and Slovak
Republics, and China.
"I am proud that Dr. Samuel Broder, IVAX's Chief Scientific Officer, will lead
BBI Healthcare's worldwide research and development programs. Dr. Broder served
as director of the National Cancer Institute before joining IVAX, and was
instrumental in the development of a number of important treatments for cancer
and AIDS," Mr. Martini said.
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SUMMARY OF THE TRANSACTION
The merger will be accounted for as a pooling-of-interests, and will be tax free
to shareholders. BBI will have approximately 91 million primary common shares
outstanding after the merger, which it expects to list on the New York Stock
Exchange. Subject to approval by BBI Healthcare's board of directors, Bergen
Brunswig and IVAX expect the new company to pay annual dividends of 48 cents per
share. Mr. Martini and Dr. Frost have each agreed to vote their shares in favor
of the merger. The merger is expected to close during the first quarter of 1997,
pending regulatory approvals, the approval of shareholders and certain other
conditions. BBI Healthcare will be headquartered in Miami, Florida, and will
employ more than 12,000 individuals worldwide.
In connection with the merger, each company has granted to the other an option
to purchase up to 19.9 percent of its newly issued shares, and has agreed to pay
to the other break-up fees and to reimburse expenses in certain cases involving
a competing transaction.
Lehman Brothers acted as financial advisor to IVAX and provided a fairness
opinion to its board of directors. Merill Lynch & Co. acted as financial advisor
to Bergen Brunswig and provided a fairness opinion to its board of directors.
Bergen Brunswig Corporation, headquartered in Orange, California, provides
nationwide distribution of pharmaceuticals and medical-surgical supplies to
chain and independent pharmacies, hospitals, HMOs, nursing homes, clinics and
physician groups.
IVAX Corporation, headquartered in Miami, Florida, is a holding company with
subsidiaries engaged 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.
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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 THE
BUSINESS AND PROSPECTS OF IVAX, BERGEN BRUNSWIG, AND BBI HEALTHCARE CORPORATION,
INCLUDING ECONOMIC, COMPETITIVE, GOVERNMENTAL, TECHNOLOGICAL AND OTHER FACTORS
DISCUSSED IN THEIR RESPECTIVE FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION.
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