Teva Pharmaceutical Industries Ltd. (NYSE:TEVA) announced today that it has commenced tender offers (the “Offers”) to purchase for cash for a combined aggregate purchase price (exclusive of accrued and unpaid interest) of up to $400 million (the “Maximum Amount”) of the following series of notes issued by finance subsidiaries of Teva and guaranteed by Teva:
— 1.700% Senior Notes due 2019, CUSIP 88167A AB7 / ISIN US88167AAB70, issued by Teva Pharmaceutical Finance Netherlands III B.V. (the “Priority 1 Notes”);
— 0.375% Senior Notes due 2020, ISIN XS1439749109, issued by Teva Pharmaceutical Finance Netherlands II B.V. (the “Priority 2 Notes”), and
— 2.250% Senior Notes due 2020, CUSIP 88166H AD9 / ISIN US88166HAD98, issued by Teva Pharmaceutical Finance IV, LLC (the “Priority 3 Notes” and together with the Priority 1 Notes and Priority 2 Notes, the “Notes”).
Teva is engaging in the Offers to reduce its total debt and decrease its overall interest expense. Teva expects to fund the Offers with available cash on hand.
The Offers are being made pursuant to and are subject to the terms and conditions set forth in the Offer to Purchase, dated September 4, 2018 (the “Offer to Purchase”), available via the offer website: https://sites.dfkingltd.com/teva (the “Offer Website”). Below is a summary of certain terms of the Offers:
Dollars or Euros per $1,000 or EUR1,000, as applicable, principal amount ----------------------------------------------------------------- Title of Issuer CUSIP / ISIN Principal Tender Cap (principal amount)Acceptance Authorized Denominations (principal amount)Tender Offer Consideration (1) Early Total Notes Number Amount Priority Tender Consideration Outstanding Level Premium (1)(2)1.700% Senior Notes due 2019 Teva 88167A AB7 / US88167AAB70 $2,000,000,000 $300,000,000 1 $2,000 and integral $937.50 $50 $987.50 Pharmaceutical multiples of Finance $1,000 in excess Netherlands III thereof B.V. 0.375% Teva XS1439749109 EUR1,750,000,000 EUR100,000,000 2 EUR100,000 and EUR937.50 EUR50 EUR987.50 Senior Pharmaceutical integral multiples Notes Finance of EUR1,000 in excess due 2020 Netherlands II thereof B.V. 2.250% Teva 88166H AD9 / US88166HAD98 $700,000,000 $50,000,000 3 $2,000 and integral $927.50 $50 $977.50 Senior Pharmaceutical multiples of Notes due 2020 Finance IV, LLC $1,000 in excess thereof
(1) Excludes accrued and unpaid interest, which also will be paid.
(2) Includes the Early Tender Premium.
The Offers will expire at 11:59 p.m., New York City time, on Monday, October 1, 2018, unless extended or earlier terminated (as it may be extended or earlier terminated, the “Expiration Time”). Tenders of Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on Monday, September 17, 2018, but may not be withdrawn thereafter, except in certain limited circumstances where additional withdrawal rights are required by law. Holders of the Notes that are validly tendered and not withdrawn at or prior to 5:00 p.m., New York City time, on September 17, 2018 (the “Early Tender Time”) and accepted for purchase will receive the applicable “Total Consideration”, which includes an early tender premium of $50 per $1,000 or EUR50 per EUR1,000, as applicable, principal amount of the Notes accepted for purchase (the “Early Tender Premium”). Holders of Notes who validly tender their Notes following the Early Tender Time, but at or prior to the Expiration Time, will receive the “Tender Offer Consideration”, namely the applicable Total Consideration minus the applicable Early Tender Premium.
Each Holder whose Notes are tendered and accepted for purchase will receive accrued and unpaid interest on such Notes from, and including, the last applicable interest payment date up to, but not including, the applicable settlement date. Teva may, at Teva’s option, elect for the payment of the Total Consideration plus accrued and unpaid interest for Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase to be made following the Early Tender Time but before the Expiration Time (such date, the “Initial Settlement Date”). Teva expects to have an Initial Settlement Date, and assuming that the conditions to the Offers are satisfied or waived, such Initial Settlement Date may be as early as three business days after the Early Tender Time, or Thursday, September 20, 2018. Payment of the Tender Offer Consideration plus accrued and unpaid interest for Notes that are validly tendered following the Early Tender Time and accepted for purchase, and, if Teva does not elect to have an Initial Settlement Date, payment of the Total Consideration plus accrued and unpaid interest for Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase, will be made promptly following the Expiration Time (such date, the “Final Settlement Date” and, together with the Initial Settlement Date, each a “Settlement Date”). Assuming that the conditions to the Offers are satisfied or waived, Teva expects that the Final Settlement Date will be Wednesday, October 3, 2018, the second business day after the Expiration Time. No tenders submitted after the Expiration Time will be valid.
The amounts of each series of Notes that are purchased will be determined in accordance with the Acceptance Priority Levels specified in the table above and on the cover page of the Offer to Purchase (the “Acceptance Priority Level”), with 1 being the highest Acceptance Priority Level and 3 being the lowest Acceptance Priority Level, provided that we will only accept for purchase Notes with an aggregate purchase price up to the Maximum Amount. In addition, no more than (i) $300,000,000 aggregate principal amount of the Priority 1 Notes, (ii) EUR100,000,000 aggregate principal amount of the Priority 2 Notes and (iii) $50,000,000 aggregate principal amount of Priority 3 Notes will be purchased in the Offers (such aggregate principal amounts, the “Tender Caps”).
Subject to the Maximum Amount, Tender Caps and the proration arrangements applicable to the Offers, all Notes validly tendered and not validly withdrawn at or before the Early Tender Time having a higher Acceptance Priority Level will be accepted before any Notes tendered at or before the Early Tender Time having a lower Acceptance Priority Level are accepted in the Offers, and all Notes validly tendered after the Early Tender Time having a higher Acceptance Priority Level will be accepted before any Notes tendered after the Early Tender Time having a lower Acceptance Priority Level are accepted in the Offers. However, even if the Offers are not fully subscribed as of the Early Tender Time, subject to the Maximum Amount and the Tender Caps, Notes validly tendered and not validly withdrawn at or before the Early Tender Time will be accepted for purchase in priority to other Notes tendered after the Early Tender Time even if such Notes tendered after the Early Tender Time have a higher Acceptance Priority Level than Notes tendered prior to the Early Tender Time.
Acceptances for tenders of Notes of a series may be subject to proration if (a) the aggregate principal amount of the Notes of a series validly tendered and not validly withdrawn is greater than the applicable Tender Cap, or (b) if the aggregate purchase price (exclusive of accrued and unpaid interest) for any relevant series of Notes validly tendered and not validly withdrawn would cause the Maximum Amount to be exceeded. Furthermore, if the Offers are fully subscribed as of the Early Tender Time, Holders who validly tender Notes following the Early Tender Time will not have any of their Notes accepted for purchase.
Teva’s obligation to accept for purchase and to pay for the Notes validly tendered (and not validly withdrawn) pursuant to the Offers is subject to the satisfaction or waiver of certain conditions set out in the Offer to Purchase. Teva reserves the right to (i) waive any and all conditions to an Offer with respect to one or more series of Notes; (ii) extend or terminate an Offer with respect to one or more series of Notes at any time; (iii) increase or decrease the Maximum Amount; (iv) increase or decrease one or more of the Tender Caps; or (v) otherwise amend an Offer with respect to one or more series of Notes in any respect, in each case, subject to applicable law and in accordance with the terms set forth in the Offer to Purchase.
Mizuho Securities USA LLC and Morgan Stanley & Co. LLC are acting as Dealer Managers for the Offer. The information and tender agent (the “Information and Tender Agent”) for the Offers is D.F. King. Copies of the Offer to Purchase are available by contacting the Information and Tender Agent at (866) 796-3441 (toll-free), (212) 269-5550 (collect) or +44 20-7920-9700 (UK) or by email at email@example.com. All documentation relating to the offer, together with any updates, will be available via the offer website: https://sites.dfkingltd.com/teva. Questions regarding the Offers should be directed to Mizuho Securities USA LLC, Liability Management Group, at (866) 271-7403 (toll-free), (212) 205-7736 (collect) or +44 20-7090-6673 (UK) and Morgan Stanley & Co. LLC, Liability Management Group, at (800) 624-1808 (toll-free), (212) 761-1057 (collect) or +44 20-7677-7799 (UK).
This announcement shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any Notes. The Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) is a global leader in generic medicines, with innovative treatments in select areas, including CNS, pain and respiratory. We deliver high-quality generic products and medicines in nearly every therapeutic area to address unmet patient needs. We have an established presence in generics, specialty, OTC and API, building on more than a century-old legacy, with a fully integrated R&D function, strong operational base and global infrastructure and scale. We strive to act in a socially and environmentally responsible way. Headquartered in Israel, with production and research facilities around the globe, we employ 45,000 professionals, committed to improving the lives of millions of patients. Learn more at www.tevapharm.com.
Cautionary Note Regarding Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on management’s current beliefs and expectations and are subject to substantial risks and uncertainties, both known and unknown, that could cause our future results, performance or achievements to differ significantly from that expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include risks relating to:
• our ability to successfully compete in the marketplace, including: that we are substantially dependent on our generic products; competition for our specialty products, especially COPAXONE(R), our leading medicine, which faces competition from existing and potential additional generic versions and orally-administered alternatives; competition from companies with greater resources and capabilities; efforts of pharmaceutical companies to limit the use of generics including through legislation and regulations; consolidation of our customer base and commercial alliances among our customers; the increase in the number of competitors targeting generic opportunities and seeking U.S. market exclusivity for generic versions of significant products; price erosion relating to our products, both from competing products and increased regulation; delays in launches of new products and our ability to achieve expected results from investments in our product pipeline; our ability to take advantage of high-value opportunities; the difficulty and expense of obtaining licenses to proprietary technologies; and the effectiveness of our patents and other measures to protect our intellectual property rights;
• our substantial indebtedness, which may limit our ability to incur additional indebtedness, engage in additional transactions or make new investments, may result in a further downgrade of our credit ratings; and our inability to raise debt or borrow funds in amounts or on terms that are favorable to us;
• our business and operations in general, including: failure to effectively execute our restructuring plan announced in December, 2017; uncertainties related to, and failure to achieve, the potential benefits and success of our new senior management team and organizational structure; harm to our pipeline of future products due to the ongoing review of our R&D programs; our ability to develop and commercialize additional pharmaceutical products; potential additional adverse consequences following our resolution with the U.S. government of our Foreign Corrupt Practices Act investigation; compliance with sanctions and other trade control laws; manufacturing or quality control problems, which may damage our reputation for quality production and require costly remediation; interruptions in our supply chain; disruptions of our or third party information technology systems or breaches of our data security; the failure to recruit or retain key personnel; variations in intellectual property laws that may adversely affect our ability to manufacture our products; challenges associated with conducting business globally, including adverse effects of political or economic instability, major hostilities or terrorism; significant sales to a limited number of customers in our U.S. market; our ability to successfully bid for suitable acquisition targets or licensing opportunities, or to consummate and integrate acquisitions; and our prospects and opportunities for growth if we sell assets;
• compliance, regulatory and litigation matters, including: costs and delays resulting from the extensive governmental regulation to which we are subject; the effects of reforms in healthcare regulation and reductions in pharmaceutical pricing, reimbursement and coverage; governmental investigations into sales and marketing practices; potential liability for patent infringement; product liability claims; increased government scrutiny of our patent settlement agreements; failure to comply with complex Medicare and Medicaid reporting and payment obligations; and environmental risks;
• other financial and economic risks, including: our exposure to currency fluctuations and restrictions as well as credit risks; potential impairments of our intangible assets; potential significant increases in tax liabilities; and the effect on our overall effective tax rate of the termination or expiration of governmental programs or tax benefits, or of a change in our business;
and other factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2017, including the sections thereof captioned “Risk Factors” and “Forward Looking Statements,” and in our subsequent quarterly reports on Form 10-Q and other filings with the Securities and Exchange Commission, which are available at www.sec.gov and www.tevapharm.com. Forward-looking statements speak only as of the date on which they are made, and we assume no obligation to update or revise any forward-looking statements or other information contained herein, whether as a result of new information, future events or otherwise. You are cautioned not to put undue reliance on these forward-looking statements.
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SOURCE: Teva Pharmaceutical Industries Ltd.
Teva Pharmaceutical Industries Ltd.IR ContactsKevin C. Mannix, 215-591-8912orRan Meir, 972 (3) 926-7516orPR ContactsUnited StatesElizabeth DeLuca, 267-468-4329orIsraelYonatan Beker, 972 (54) 888-5898