Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA)
(“Teva”) announced today the early tender results in
connection with its previously announced tender offers (the
“Offers”) to purchase for cash for a combined aggregate
purchase price (exclusive of accrued and unpaid interest but
inclusive of tender premium) of up to $1,500,000,000 (the
“Maximum Amount”) of the following series of notes issued by
finance subsidiaries of Teva and guaranteed by Teva:
- 2.200% Senior Notes due 2021, CUSIP 88167A AC5 / ISIN
US88167AAC53, issued by Teva Pharmaceutical Finance Netherlands III
B.V. (the “Priority 1 Notes”);
- 3.650% Senior Notes due 2021, CUSIP 88165F AF9 / ISIN
US88165FAF99, issued by Teva Pharmaceutical Finance Company B.V
(the “Priority 2 Notes”); and
- 3.650% Senior Notes due 2021, CUSIP 88166J AA1 / ISIN
US88166JAA16, issued by Teva Pharmaceutical Finance IV B.V. (the
“Priority 3 Notes”, and together with the Priority 1 Notes
and the Priority 2 Notes, the “Notes”).
Teva is engaging in the Offers to extend the maturity profile of
its debt. Teva expects to fund the Offers with the proceeds from
the Financing Transaction (as defined below).
The respective principal amounts of all series of Notes that
were validly tendered and not validly withdrawn at or prior to 5:00
p.m., Eastern Standard Time, on November 22, 2019 (the “Early
Tender Time”) are specified in the table below. Holders who
validly tendered and did not validly withdraw Notes at or prior to
the Early Tender Time and whose Notes are accepted for purchase
pursuant to the Offers will receive the applicable “Total
Consideration,” (as defined in the table below), which includes an
early tender premium of $30 per $1,000 principal amount of the
Notes accepted for purchase pursuant to the Offers (the “Early
Tender Premium”).
Dollars per $1,000 principal
amount
Title of Notes
Issuer
CUSIP / ISIN Number
Principal Amount
Outstanding
Principal
Amount
Tendered
Tender Cap
(principal
amount)
Acceptance Priority
Level
Authorized
Denominations
(principal
amount)
Tender Offer
Consideration
(1)
Early Tender Premium
Total Consideration
(1)(2)
2.200% Senior Notes due 2021
Teva Pharmaceutical Finance
Netherlands III B.V.
88167AAC5/ US88167AAC53
$3,000,000,000
$2,058,778,000
—
1
$2,000 and integral multiples of
$1,000 in excess thereof
$953.75
$30.00
$983.75
3.650% Senior Notes due 2021
Teva Pharmaceutical Finance
Company B.V.
88165FAF9/ US88165FAF99
$612,829,000
$358,616,000
—
2
$2,000 and integral multiples of
$1,000 in excess thereof
$965.00
$30.00
$995.00
3.650% Senior Notes due 2021
Teva Pharmaceutical Finance IV
B.V.
88166JAA1/ US88166JAA16
$587,610,000
$322,491,000
$100,000,000
3
$2,000 and integral multiples of
$1,000 in excess thereof
$965.00
$30.00
$995.00
____________________
(1)
Excludes accrued and unpaid interest,
which also will be paid.
(2)
Includes the Early Tender Premium.
Subject to the terms and conditions of the Offers, including the
completion by Teva Pharmaceutical Finance Netherlands II B.V. and
Teva Pharmaceutical Finance Netherlands III B.V. of a private
offering of debt securities that commenced concurrently with the
Offers and is expected to close on November 25, 2019, with gross
proceeds sufficient to fund the Total Consideration for Notes to be
purchased pursuant to the Offers, on terms and subject to
conditions reasonably satisfactory to Teva (the “Financing
Transaction”), Teva expects that it will accept for purchase
Notes validly tendered and not validly withdrawn at or prior to the
Early Tender Time for a combined aggregate purchase price
(exclusive of accrued and unpaid interest but inclusive of tender
premium) equal to approximately the Maximum Amount. The settlement
for the Notes accepted by Teva in connection with the Early Tender
Time is expected to take place on November 27, 2019 (the
“Settlement Date”). The amount of each series of Notes that
is to be purchased on the Settlement Date will be determined in
accordance with the acceptance priority levels and the proration
procedures described in the Offer to Purchase, dated November 8,
2019 (the “Offer to Purchase”), subject in each case to the
Maximum Amount and, in the case of the Priority 3 Notes, the Tender
Cap. It is expected that Priority 1 Notes will be subject to a
proration factor of approximately 74.1%. The Company will purchase
approximately $1,524.7 million aggregate principal amount of the
Priority 1 Notes. No Priority 2 Notes or Priority 3 Notes will be
purchased pursuant to the Offers. Payments for Notes purchased will
include accrued and unpaid interest from and including the last
interest payment date applicable to the relevant series of Notes up
to, but not including, the Settlement Date.
The Withdrawal Deadline has passed and has not been extended.
Notes tendered pursuant to the Offers may no longer be withdrawn,
except as required by law.
The Offers will expire at 11:59 p.m., Eastern Standard Time, on
Monday, December 9, 2019, unless extended or earlier terminated (as
it may be extended or earlier terminated, the “Expiration
Time”). However, as Teva intends, subject to the terms and
conditions of the Offers, to accept for purchase the Maximum Amount
on the Settlement Date, further tenders of Notes prior to the
Expiration Time will not be 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, including the
satisfaction or waiver of the Financing Condition. Teva reserves
the right, subject to applicable law and the terms of the Offers,
to waive any and all conditions to the Offers or to otherwise
amend, extend or terminate the Offers in any respect.
BNP Paribas Securities Corp., Citigroup Global Markets Limited
and Goldman Sachs & Co. LLC are acting as the Dealer Managers
for the Offers. 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 (800) 628-8532 (toll-free), (212)
269-5550 (collect) or +44 20 7920 9700 (UK) or by email at
teva@dfkingltd.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 BNP Paribas Securities Corp., at (888)
210-4358 (toll-free) or +44 (0) 20 7595 8277, to Citigroup Global
Markets Limited, at +1 (212) 723 6106 (collect), +1 (800) 558 3745
(toll-free) or +44 20 7986 8969 (London) and to Goldman Sachs &
Co. LLC, at (212) 902-6351 (collect), (800) 828-3182 (toll-free) or
+44 20 7552 6157 (Europe).
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.
About Teva
Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) has
been developing and producing medicines to improve people’s lives
for more than a century. We are a global leader in generic and
specialty medicines with a portfolio consisting of over 3,500
products in nearly every therapeutic area. Around 200 million
people around the world take a Teva medicine every day, and are
served by one of the largest and most complex supply chains in the
pharmaceutical industry. Along with our established presence in
generics, we have significant innovative research and operations
supporting our growing portfolio of specialty and biopharmaceutical
products.
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: completion of the offering
of senior notes and tender offer for certain outstanding notes; 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; and other factors discussed
in our Annual Report on Form 10-K for the year ended December 31,
2018, 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.
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. No assurance can be given that the
transactions described herein will be consummated or as to the
ultimate terms of any such transactions.
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version on businesswire.com: https://www.businesswire.com/news/home/20191125005410/en/
IR Contacts: Kevin C. Mannix United States (215)
591-8912
Ran Meir Israel 972 (3) 926-7516
PR Contacts: Doris Li United States (973) 265-3752
Yonatan Beker Israel 972 (54) 888-5898
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