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): MAY 30, 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.
On May 30, 1997, IVAX Corporation ("IVAX") entered into a Stock
Purchase Agreement (the "Agreement") to sell the shares of its subsidiary,
McGaw, Inc. ("McGaw") to B. Braun of America, Inc. ("B. Braun"), a subsidiary of
B. Braun Melsungen AG. The parties will make an election under the Internal
Revenue Code to treat the transaction as a sale of assets for federal income tax
purposes.
McGaw manufactures and markets a broad line of basic and specialty
intravenous solutions, irrigation solutions, intravenous administration sets,
infusion pumps, and other infusion supplies and equipment, primarily to
hospitals and alternate site healthcare locations in the United States and,
through independent distributors, in various foreign markets. Its operations
accounted for 30%, 27% and 30% of IVAX' consolidated net revenues and 32%, 25%
and 29% of IVAX' consolidated gross profits for the years ended December 31,
1996, 1995 and 1994, respectively.
In consideration for the sale, B. Braun will pay (1) $320 million in
cash at closing, subject to certain adjustments based on the balance sheet of
McGaw as of the effective date of the closing, (2) up to $80 million contingent
upon the combined operating results of McGaw and B. Braun Medical Inc., a
subsidiary of B. Braun, and (3) royalties and other payments based on McGaw's
and B. Braun's commercialization of McGaw's Duplex(TM) drug delivery system. The
Duplex(TM) system, presently under development, is a multi-compartment
intravenous drug delivery system designed for intravenous drugs which have
limited stability after mixing.
Consummation of the transaction is subject to, among other things, the
termination of the waiting period required by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.
IVAX intends to use the proceeds from the consideration received at
closing to pay-off the outstanding balance of its revolving line of credit.
The foregoing description of the Agreement is qualified in its entirety
by the full text of the Agreement, a copy of which is included as Exhibit 2.1
to this Current Report on Form 8-K. The transaction is expected to be
consummated in June 1997. No assurance can be given, however, that the
transaction will be consummated or, if consummated, that it will be on the same
terms described above and in the Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2.1 Stock Purchase Agreement, dated May 30, 1997, between
IVAX Corporation and B. Braun of America, Inc.*
99.1 Press Release of IVAX Corporation relating to the
proposed sale of McGaw.
- -------------------
* IVAX agrees to furnish a copy of the schedules to this Agreement
supplementally to the Securities and Exchange Commission upon request.
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: June 4, 1997
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1 Stock Purchase Agreement, dated May 30, 1997, between IVAX
Corporation and B. Braun of America, Inc.
99.1 Press Release of IVAX Corporation relating to the proposed
sale of McGaw.