SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): MARCH 20, 1997
IVAX CORPORATION
4400 BISCAYNE BOULEVARD, MIAMI, FLORIDA 33137
305-575-6000
Incorporated under the laws of the Commission File Number I.R.S. Employer Identification Number
STATE OF FLORIDA 1-09623 16-1003559
ITEM 5. OTHER EVENTS.
Bergen Brunswig Corporation ("Bergen") sent written notice to IVAX
Corporation ("IVAX") on March 20, 1997 informing IVAX that Bergen was
unilaterally terminating the Agreement and Plan of Merger, dated as of November
10, 1996 (the "Merger Agreement"), among BBI Healthcare Corporation, Bergen,
IVAX, BBI-I Sub, Inc. and BBI-B Sub, Inc., effective immediately.
In connection with the termination of the Merger Agreement, on March
21, 1997, Bergen filed a complaint against IVAX in the United States District
Court for the Southern District of New York, alleging, among other things, that
IVAX breached the Merger Agreement and seeking recovery of a $50 million fee and
other money damages, interest and attorneys fees. IVAX does not believe that
Bergen had a legal right to unilaterally terminate the Merger Agreement, and
intends to defend the suit vigorously and pursue a counterclaim against Bergen
for breach of the Merger Agreement.
A copy of IVAX' press release announcing Bergen's actions is filed as
Exhibit 99.1 and incorporated herein by this reference.
ITEM 7. EXHIBITS
99.1 Press release dated March 20, 1997 announcing the unilateral
termination of the previously announced merger agreement
between IVAX and Bergen.
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.
IVAX CORPORATION
\S\ ARMANDO A. TABERNILLA
-------------------------------
Armando A. Tabernilla
Vice President -- Legal Affairs
and General Counsel
Date: March 27, 1997
-2-
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
99.1 Press release, dated March 20, 1997 announcing Bergen's
termination of the Agreement and Plan of Merger, dated as of
November 10, 1996, among BBI Healthcare Corporation, IVAX
Corporation, Bergen Brunswig Corporation, BBI-I Sub, Inc. and
BBI-B Sub, Inc.