Teva Announces Launch of $1,500,000,000 Offering of Senior Notes
November 08 2019 - 9:43AM
Business Wire
Teva Pharmaceutical Industries Limited (NYSE and TASE: TEVA)
(“Teva”) announced today the following private offering of
senior notes:
Teva Pharmaceutical Finance Netherlands II
B.V. (“Teva Finance II”) intends to offer EUR-denominated
Senior Notes (the “Euro Notes”); and
Teva Pharmaceutical Finance Netherlands III
B.V. (“Teva Finance III” and, together with Teva Finance II,
the “Issuers”) intends to offer USD-denominated Senior Notes
(the “USD Notes” and, together with the Euro Notes, the
“Notes”).
The offering of the Notes will be a private offering that is
exempt from the registration requirements of the Securities Act of
1933, as amended (the “Securities Act”), subject to market
and other conditions. The Issuers and Teva expect to enter into a
registration rights agreement with respect to each of the Euro
Notes and the USD Notes. Teva expects to use the net proceeds from
the offerings, together with cash on hand, to (i) fund the
announced tender offer to purchase, for cash, its 2.200% Senior
Notes due 2021, its 3.650% Senior Notes due 2021 and its 3.650%
Senior Notes due 2021 for a maximum combined aggregate purchase
price (exclusive of accrued and unpaid interest but inclusive of
tender premium) of up to $1,500,000,000, (ii) to pay fees and
expenses in connection therewith and (iii) to the extent of any
remaining proceeds, for general corporate purposes, which may
include the repayment of outstanding debt.
The Notes will be unsecured senior obligations of the Issuers
and will be unconditionally guaranteed on a senior basis by Teva.
The Notes will be offered and sold (i) in the U.S. to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act, and (ii) to non-U.S. persons in offshore transactions outside
the U.S. pursuant to Regulation S under the Securities Act. The
Notes and the related guarantees have not been registered under the
Securities Act or the laws of any state and may not be offered or
sold in the U.S. or to, or for the benefit of, any U.S. persons
absent registration under or an applicable exemption from the
registration requirements under the Securities Act and applicable
state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
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, and may result in a further downgrade of our
credit ratings; 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.
It may be unlawful to distribute this press release in certain
jurisdictions. This press release is not for distribution in
Canada, Japan or Australia. The information in this press release
does not constitute an offer of securities for sale in Canada,
Japan or Australia.
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area
(“EEA”). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
“MiFID II”); or (ii) a customer within the meaning of
Directive 2016/97/EU (as amended, the “Insurance Distribution
Directive”), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II. Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the “PRIIPs
Regulation”) for offering or selling the Notes or otherwise
making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation. This announcement constitutes
a public disclosure of inside information by Teva under Regulation
(EU) 596/2014 (16 April 2014).
Promotion of the Notes in the United Kingdom is restricted by
the Financial Services and Markets Act 2000 (the “FSMA”),
and accordingly, the Notes are not being promoted to the general
public in the United Kingdom. This announcement is for distribution
only to, and is only directed at, persons who (i) persons who are
outside the United Kingdom or (ii) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”), (iii) high
net worth entities, and other persons to whom they may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order
or (iv) persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the FSMA)
in connection with the issue or sale of any notes may otherwise
lawfully be communicated or caused to be communicated (all such
persons together being referred to as “relevant persons”). The
Notes will only be available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such Notes
will be engaged in only with, relevant persons. This announcement
is directed only at relevant persons and must not be acted on or
relied on by anyone who is not a relevant person.
The notes have not, may not and will not be offered, sold or
delivered in the Netherlands, other than to qualified investors (as
defined in Regulation (EU) 2017/1129).
The Notes have not, may not and will not be offered, sold or
delivered in Israel, other than to persons who qualify as one of
the types of investors listed in the First Addendum to the Israeli
Securities Law, subject to and in accordance with the requirements
set forth in the First Addendum to the Israeli Securities Law.
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version on businesswire.com: https://www.businesswire.com/news/home/20191108005351/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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