In April of 2000, Teva Pharmaceutical Industries Ltd., a global leader in the generic pharmaceutical industry, completed the acquisition of privately held Novopharm Limited, one of Canada’s two largest generic drug companies. Teva is an Israeli company, with shares listed on the Tel Aviv Stock Exchange and ADR’s trading on NASDAQ. Novopharm’s operations include subsidiaries in the US, Barbardos and Hungary, in addition to Canada.
The transaction was structured to defer the realization of tax, such that the selling shareholder assigned its shareholder loans (apart from a portion of such loans paid on closing) to Teva in consideration for the issuance of Teva Ordinary Shares from treasury, and exchanged its common equity on a rollover basis for exchangeable shares of a Teva Canadian subsidiary, exchangeable on a one-for-one basis into Teva Ordinary Shares. The total value of the transaction exceeded US$600 million.
Fogler, Rubinoff LLP acted as lead counsel to Novopharm, with a team consisting of Melvyn Rubinoff, Q.C., Peter Guselle, Howard Rubinoff, Noam Goodman and Lori Axelrod, assisted by Janet Grove of Bull, Housser & Tupper in Vancouver, US securities counsel Simpson Thacher & Bartlett (John Lobrano and Ken Wallach), US corporate counsel Wallace, Creech & Sarda, LLP (Paul Creech) and Israeli counsel Silber, Schottenfels, Gerber & Sherer (Carl Sherer). Blake, Cassels & Graydon LLP acted as Canadian counsel to Teva, represented by Henry Bertossi, Sheldon Burshstein, Elizabeth Gearing, Leslie Morgan, Ian Goldberg and various specialists, with assistance from US counsel Wilkie, Farr & Gallagher (Peter Jakes) and Israeli counsel I. Gornitzky & Co. (Dalia Ronen and Paul Lenga).