Company executes sale agreements for planned
divestiture of global women’s health business to generate total
proceeds of $2.48 billion
Women’s health sales, alone, close to $2
billion net target of total non-core asset divestiture
Teva Pharmaceutical Industries Ltd., (NYSE and TASE: TEVA) today
announced it has entered into two agreements to sell the remaining
assets of its specialty global women’s health business for $1.38
billion. Proceeds from these sales, combined with proceeds from the
recently announced sale of PARAGARD® total $2.48 billion and will
be used by Teva to progress repayment of term loan debt.
Teva has entered into a definitive agreement under which CVC
Capital Partners Fund VI will acquire a portfolio of products
within its global women’s health business across contraception,
fertility, menopause and osteoporosis for $703 million in cash. The
portfolio of products, which is marketed and sold outside of the
U.S., includes Ovaleap®, Zoely®, Seasonique®, Colpotrophine®,
Actonel® and additional products. Combined annual net sales of
Ovaleap®, Zoely®, Seasonique®, Colpotrophine®, Actonel® and
additional products within this portfolio for the full year 2016
were $258 million.
Teva has also entered into a definitive agreement under which
Foundation Consumer Healthcare will acquire Plan B One-Step® and
Teva’s value brands of emergency contraception, Take Action®,
Aftera®, and Next Choice One Dose® for $675 million in cash.
Combined annual net sales of Plan B One-Step®, Take Action®,
Aftera®, and Next Choice One Dose® for the full year 2016 were $140
million.
“Today’s announcement, coupled with the recent announcement of
the sale of PARAGARD® for $1.1 billion, demonstrate Teva’s
commitment to delivering on our promise to generate net proceeds of
at least $2 billion from the divestiture of non-core assets,”
stated Dr. Yitzhak Peterburg, Interim CEO. “With these initial
divestitures we have exceeded expectations, leveraging the
tremendous value we have built within Teva’s specialty
business.”
Peterburg continued, “Teva is extremely pleased to enter into
these agreements with CVC Capital Partners and Foundation Consumer
Healthcare, which progress our ability to repay term loan debt
while also providing a clear path forward for these important
products to continue to be available to women throughout the
world.”
Completion of the transactions is subject to customary
conditions, including antitrust clearance in the U.S. and EU
respectively, together with employee consultations. The
transactions are expected to close before the end of 2017. Until
the transactions are completed, Teva will continue to market the
products in the normal course, providing full support to manage the
business and to meet the needs of customers and patients.
With the divestiture of Teva’s global women’s health products
and the planned divestiture of the Oncology and Pain business in
Europe, Teva is reinforcing its strategic focus on CNS and
Respiratory as its core global therapeutic areas of focus within
Global Specialty Medicines. In these areas Teva maintains a strong
pipeline and portfolio globally, and will continue to invest in
creating long term value.
Morgan Stanley acted as financial advisor to Teva, Ernst &
Young served as accounting advisor and Goodwin Procter is Teva’s
legal counsel for these transactions.
Rothschild & Co, Royal Bank of Canada, Jeffries LLC and
Barclays acted as financial advisors to CVC Capital Partners and
Jones Day as CVC’s legal advisors for the transaction.
Foundation Consumer Healthcare is owned by affiliates of
Juggernaut Capital Partners and Kelso & Company. Jeffries LLC,
Sawaya Segalas & Co., LLC and Barclays acted as financial
advisors to Foundation Consumer Healthcare and Robinson Bradshaw
are Foundation Consumer Healthcare’s legal counsel for the
transaction. Skadden, Arps, Slate, Meagher & Flom LLP acted as
legal adviser to Kelso & Company.
About Teva
Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) is a
leading global pharmaceutical company that delivers high-quality,
patient-centric healthcare solutions used by approximately 200
million patients in over 60 markets every day. Headquartered in
Israel, Teva is the world’s largest generic medicines producer,
leveraging its portfolio of more than 1,800 molecules to produce a
wide range of generic products in nearly every therapeutic area. In
specialty medicines, Teva has the world-leading innovative
treatment for multiple sclerosis as well as late-stage development
programs for other disorders of the central nervous system,
including movement disorders, migraine, pain and neurodegenerative
conditions, as well as a broad portfolio of respiratory products.
Teva is leveraging its generics and specialty capabilities in order
to seek new ways of addressing unmet patient needs by combining
drug development with devices, services and technologies. Teva's
net revenues in 2016 were $21.9 billion. For more information,
visit 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, regarding the disposition of the Company's U.S. emergency
contraception and international women’s health portfolios 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:
- the potential that the expected
benefits and opportunities related to the disposition may not be
realized or may take longer to realize than expected;
- risks related to the satisfaction of
the conditions to closing the disposition (including the failure to
obtain necessary regulatory approvals in the anticipated timeframe
or at all), including the possibility that the disposition does not
close;
- litigation in respect of either company
or the disposition;
- our ability to complete additional
dispositions, including our ability to identify purchasers and
negotiate terms acceptable to us;
- our substantially increased
indebtedness and significantly decreased cash on hand, which may
limit our ability to incur additional indebtedness, engage in
additional transactions or make new investments, and may result in
a downgrade of our credit ratings;
- our business and operations in general,
including: uncertainties relating to our recent senior management
changes; our ability to develop and commercialize additional
pharmaceutical products; 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,
including those who joined us as part of the Actavis Generics
acquisition; the restructuring of our manufacturing network,
including potential related labor unrest; the impact of continuing
consolidation of our distributors and customers; variations in
patent laws that may adversely affect our ability to manufacture
our products; our ability to consummate dispositions on terms
acceptable to us; adverse effects of political or economic
instability, major hostilities or terrorism on our significant
worldwide operations; and our ability to successfully bid for
suitable acquisition targets or licensing opportunities, or to
consummate and integrate acquisitions;
- 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; potential additional adverse
consequences following our resolution with the U.S. government of
our FCPA investigation; governmental investigations into sales and
marketing practices; potential liability for sales of generic
products prior to a final resolution of outstanding patent
litigation; 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; and other factors discussed
in our Annual Report on Form 20-F for the year ended December
31, 2016 (“Annual Report”), including in the section captioned
“Risk Factors.” and in our other filings with the U.S.
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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version on businesswire.com: http://www.businesswire.com/news/home/20170918005702/en/
Teva Pharmaceutical Industries Ltd.IR Contacts:Kevin C.
Mannix, United States, 215-591-8912Ran Meir, United
States, 215-591-3033Tomer Amitai, Israel, 972 (3)
926-7656orPR Contacts:Iris Beck Codner, Israel, 972 (3)
926-7208Denise Bradley, United State,
215-591-8974Michelle Larkin, United States, 610-786-7335
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