First, this August 14 Financial Times article will be referenced as it essentially echoes this publication's original assessment of the transaction upon announcement last month. Of particular interest in this piece are the following passages from an third-part analytical report:

"An analyst report by Sanford C. Bernstein Co dated 18 July outlines 13 overlaps where Teva and Barr own a majority of the market. For example, Chlorzoxazone is one product where Barr owns 52% of the market share and Teva 48%, with only five total competitors. Other drugs include Tetracycline (Barr: 11%, Teva: 88%, 10 total competitors); Ethosuximide (Barr: 63%, Teva: 25%, three total competitors) and Metronidazole (Barr: 44%, Teva: 38%, 26 total competitors).

"The analyst, however, who is familiar with regulatory reviews in the space, said he believed the FTC would be able to conclude its investigation before the end of the year. He said many of the relevant markets in this transaction have been examined during prior generic drug merger reviews, which include Teva and Barr acquisitions.

"To further expedite the situation, the analyst remarked that the section handling this transaction at the FTC is staffed with many of the same attorneys and economists who were involved in prior genericpharmaceutical reviews."

While this publication tends to agree with this assessment in general, the very acknowledgment of multiple direct overlaps, combined with exceedingly high market shares, should in now way be considered an indication of a rapid HSR review. On the contrary, this information provides even more weight to the probability of a fairly lengthy FTC/DOJ review, even when factoring in both companies' familiarity and experience with the regulatory processes.

Second, it is also important to reference this 2006 report from Wilson Sonsini Goodrich Rosati, which a brief, but excellent overview of the FTC's habits in the most recent major generic drug mergers. This document should be considered required reading for this transaction as it relates directly to this transaction with respect to the outcome and timing of the HSR review. Some key passages include the following:

"The FTC has gained considerable experience in reviewing generic drug mergers over the past two years. This experience should help expedite review of these transactions, as often the same staff attorneys and economists will be involved in generic drug merger reviews. Based upon these past investigations, companies engaged in generic drug mergers with overlaps should expect the length of the investigation to last approximately three to six months.

"The number of products involved likely will have an impact on the duration of the investigation. It is no accident that Watson / Andrx (13 products divested) and Teva / Ivax (15 products divested) were the longest investigations, at approximately five and a half and six months, respectively. In comparison, the review of Barr / Pliva (three generic products divested) took three and a half months and Novartis / Eon (three products divested) took approximately five months. The more product markets to investigate, the longer the investigation likely will last."

Given that the first report identifies as many as 20 overlaps, and the second report cites two previous transactions (ADRX-WPI IVX-TEVA) with similar overlap levels, it is only logical to use the timing of those to deals as a direct reference point for the BRL-TEVA deal. The timelines for these completed transactions are as follows:

Transaction	Length (Days)	$	HSR	SEC	MISC
Ivax Corp (IVX) - Teva Pharmaceutical (TEVA)	185	7.4b	137	52	EU 39
Andrx (ADRX) - Watson Pharmaceuticals (WPI)	236	1.9b	215	20

Note that these are strict timelines that do not factor in the positive aspect of FTC and/or company experience or the negative aspect of the intensified consolidation that this transaction clearly represents. They also do not factor in the seasonal timing of this deal which will not be able to avoid at least one major U.S. holiday season, and likely will intersect with the December/January holidays as well. Furthermore, if the current FTC is unable to reach a decision before the end of the year -- which is clearly a possibility, if not probability -- there is the potential that this case will encounter a transition from the current FTC administration to a new administration.

In short, the factors which would normally indicate that this deal, despite its obvious competitions issues and overall magnitude, can obtain HSR clearance relatively quickly seem to be negated by other factors, such as consolidation, overlap volume, and seasonality. As tempting as it is to suggest that the companies can complete the HSR process before the end of this year, this just does not seem feasible under the circumstances. This would only be possible if a second request concluded without forced divestitures, and this is absolutely not going to happen in this case.

Therefore, a best-case scenario for this deal's timing remains perceived at about six months, which would put the close in mid-January 2009. It is just as likely, if not more likely, that the close will be pushed beyond January and into the latter part of Q1 2009.