Filed Pursuant to Rule 424(b)(3)
Registration No. 333-241010
333-241010-01
333-241010-02
Prospectus
Teva Pharmaceutical Finance Netherlands II B.V.
Exchange Offer for 6.000% Senior Notes due 2025
Teva Pharmaceutical Finance Netherlands III B.V.
Exchange Offer for 7.125% Senior Notes due 2025
Offering Price: 100%
Teva Pharmaceutical Finance
Netherlands II B.V. (Teva Finance II) is offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange an aggregate principal amount of up to
1,000,000,000 of Teva Finance IIs 6.000% Senior Notes due 2025 (Common Code: 219821395; ISIN: XS2198213956) (which we refer to as the Exchange Euro Notes) for an equal principal amount of Teva Finance IIs outstanding
6.000% Senior Notes due 2025 (Common Code: 208396323 (Rule 144A)/208396269 (Regulation S); ISIN: XS2083963236 (Rule 144A)/XS2083962691(Regulation S)) (which we refer to as the Original Euro Notes).
Teva Pharmaceutical Finance Netherlands III B.V. (Teva Finance III and, together with Teva Finance II, the Issuers) is offering, upon
the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange an aggregate principal amount of up to $1,000,000,000 of Teva Finance IIIs 7.125% Senior Notes due 2025 (CUSIP: 88167A
AN1; ISIN: US88167AAN19) (which we refer to as the Exchange Dollar Notes and, together with the Exchange Euro Notes, the Exchange Notes) for an equal principal amount of Teva Finance IIIs outstanding 7.125% Senior Notes
due 2025 (CUSIP: 88167A AM3 (Rule 144A)/N8540W AC8 (Regulation S); ISIN: US88167AAM36 (Rule 144A)/USN8540WAC84 (Regulation S)) (which we refer to as the Original Dollar Notes and, together with the Original Euro Notes, the Original
Notes).
Terms of the Exchange Offer
Expires 11:59 p.m., New York City time, September 14, 2020, unless extended.
You may withdraw tendered outstanding Original Notes any time before the expiration or termination of the exchange offer.
Not subject to any condition other than that the exchange offer does not violate applicable law or any interpretation of the staff of the U.S. Securities and
Exchange Commission (the SEC).
We can amend or terminate the exchange offer.
We will not receive any proceeds from the exchange offer.
The
exchange of Original Notes for the Exchange Notes should not be a taxable exchange for United States federal income tax purposes. See Certain Tax ConsiderationsCertain United States Federal Income Tax Considerations. For a
discussion of certain Dutch and Israeli tax considerations, see Certain Tax ConsiderationsCertain Dutch Tax Considerations and Certain Tax ConsiderationsCertain Israeli Tax Considerations, respectively.
Terms of the Exchange Notes
The Exchange
Notes will be unsecured senior obligations of Teva Finance II or Teva Finance III, as applicable, which are indirect subsidiaries of Teva Pharmaceutical Industries Limited (Teva), and the guarantees will be unsecured senior obligations
of Teva.
The Exchange Notes will mature on January 31, 2025.
The Exchange Euro Notes will accrue interest at a rate per annum equal to 6.000% and will be payable semi-annually on each January 31 and July 31,
beginning on January 31, 2021.
The Exchange Dollar Notes will accrue interest at a rate per annum equal to 7.125% and will be payable semi-annually on
each January 31 and July 31, beginning on January 31, 2021.
We may redeem the Exchange Notes in whole or in part from time to time. See
Description of the Exchange Euro Notes and Guarantee and Description of the Exchange Dollar Notes and Guarantee.
The terms of the
Exchange Notes are substantially identical to those of the outstanding Original Notes, except the transfer restrictions, registration rights and additional interest provisions relating to the Original Notes do not apply to the Exchange Notes.
For a discussion of the specific risks that you should consider before tendering your outstanding Original Notes in the exchange offer, see
Risk Factors beginning on page 11 of this prospectus.
We intend to apply to the Irish Stock
Exchange plc trading as Euronext Dublin (Euronext Dublin) for the Exchange Euro Notes to be admitted to the Official List and trading on the Global Exchange Market, which is the exchange regulated market of Euronext Dublin. The Global
Exchange Market is not a regulated market for the purposes of Directive 2014/65/EU (MiFID II). We do not intend to list the Exchange Dollar Notes on any securities exchange or automated quotation system.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act of 1933,
as amended (the Securities Act). A broker dealer who acquired Original Notes as a result of market making or other trading activities may use this prospectus, as supplemented or amended from time to time, in connection with any resales
of the Exchange Notes. We have agreed that, for a period of up to 180 days after the closing of the exchange offer, we will make this prospectus available for use in connection with any such resale. See Plan of Distribution.
Neither the SEC nor any state securities commission has approved or disapproved of the securities offered hereby or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is August 17, 2020.