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”) and that it is increasing the combined aggregate
purchase price (exclusive of accrued and unpaid interest) (the
“Total Maximum Amount”) from $3,500,000,000 to
$4,000,000,000 for the following series of notes issued by finance
subsidiaries of Teva and guaranteed by Teva:
- 1.250% Senior Notes due 2023, ISIN XS1211040917, issued by Teva
Pharmaceutical Finance Netherlands II B.V. (the “Priority 1
Notes”);
- 2.800% Senior Notes due 2023, CUSIP 88167A AD3 / ISIN
US88167AAD37, issued by Teva Pharmaceutical Finance Netherlands III
B.V. (the “Priority 2 Notes”);
- 3.250% Senior Notes due 2022, ISIN XS1812903828 (Registered),
ISIN XS1789747265 (144A), ISIN XS1789745137 (RegS), issued by Teva
Pharmaceutical Finance Netherlands II B.V. (the “Priority 3
Notes”);
- 2.950% Senior Notes due 2022, CUSIP 88165F AG7 / ISIN
US88165FAG72, issued by Teva Pharmaceutical Finance Company B.V.
(the “Priority 4 Notes,” and together with the Priority 1
Notes, the Priority 2 Notes and the Priority 3 Notes, the “Pool
1 Notes”);
- 1.125% Senior Notes due 2024, ISIN XS1439749281, issued by Teva
Pharmaceutical Finance Netherlands II B.V. (the “Priority 5
Notes”); and
- 6.000% Senior Notes due 2024, CUSIP 88167A AL5 / ISIN
US88167AAL52 (Registered), CUSIP 88167A AH4 / ISIN US88167AAH41
(144A), ISIN USN8540WAA29 (RegS), issued by Teva Pharmaceutical
Finance Netherlands III B.V. (the “Priority 6 Notes,” and
together with the Priority 5 Notes, the “Pool 2 Notes,” and
together with the Pool 1 Notes, the “Notes”).
In addition, Teva has exercised its discretion to increase the
tender cap for the Pool 1 Notes from $2,500,000,000 (equivalent) to
$2,996,000,000 (equivalent) (the “Pool 1 Tender Cap”) and
the tender cap for the Pool 2 Notes from $900,000,000 (equivalent)
to $1,013,000,000 (equivalent) (the “Pool 2 Tender Cap” and,
together with the Pool 1 Tender Cap, the “Tender Caps”)
Except as provided above, the terms and conditions of the Offers
remain unchanged.
Teva is engaging in the Offers to proactively manage and extend
the maturity profile of its debt. Teva expects to fund the Offers
with the proceeds from the registered public offering of Teva
Pharmaceutical Finance Netherlands II B.V. and Teva Pharmaceutical
Finance Netherlands III B.V. of debt securities that commenced
concurrently with the Offers and closed on November 9, 2021, with
gross proceeds sufficient to fund the Total Consideration for Notes
to be purchased pursuant to the Offers.
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 Time, on Tuesday, November 9, 2021 (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 $30.00 per $1,000 or €30.00 per €1,000, as
applicable, principal amount of the Notes accepted for purchase
pursuant to the Offers (the “Early Tender Premium”).
The following table sets forth certain terms of the Offers:
Dollars or Euros per $1,000 or
€1,000, as applicable, principal amount
Capped Tender Offers
Title of Notes
Issuer
CUSIP / ISIN / Common
Code
Principal Amount
Tendered
Tender Caps (principal
amount)(1)(2)
Principal Amount to be
Accepted
Acceptance Priority
Level(3)
Tender Offer Consideration
(4)
Early Tender Premium
Total Consideration
(4)(5)
Pool 1 Tender Offers
1.250% Senior Notes due 2023
Teva Pharmaceutical Finance
Netherlands II B.V.
XS1211040917 / 121104091
N/A
N/A
€707,910,000
$2,996,000,000 (equivalent)
(increased from original Tender Cap of $2,500,000,000
(equivalent))
€707,910,000
1
€968.75
€30.00
€998.75
2.800% Senior Notes due 2023
Teva Pharmaceutical Finance
Netherlands III B.V.
88167A AD3 / US88167AAD37
N/A
N/A
$1,546,106,000
$1,546,106,000
2
$980.00
$30.00
$1,010.00
3.250% Senior Notes due 2022
Teva Pharmaceutical Finance
Netherlands II B.V.
XS1812903828 / 181290382
(Registered)
XS1789747265 / 178974726
(144A)
XS1789745137 / 178974513
(RegS)
€428,176,000
€428,176,000
3
€975.68
€30.00
€1,005.68
2.950% Senior Notes due 2022
Teva Pharmaceutical Finance
Company B.V.
88165F AG7 / US88165FAG72/
086848295 (Registered)
N/A
N/A
$302,539,000
$131,715,000
(6)
4
$986.25
$30.00
$1,016.25
Pool 2 Tender Offers
1.125% Senior Notes due 2024
Teva Pharmaceutical Finance
Netherlands II B.V.
XS1439749281 / 143974928
N/A
N/A
€873,081,000
$1,013,000,000 (equivalent)
(increased from original Tender Cap of $900,000,000
(equivalent))
€873,081,000
5
€942.50
€30.00
€972.50
6.000% Senior Notes due 2024
Teva Pharmaceutical Finance
Netherlands III B.V.
88167A AL5 / US88167AAL52 /
181499079 (Registered)
88167A AH4 / US88167AAH41 /
179177439 (144A)
USN8540WAA29 / 179177471
(RegS)
$797,578,000
$0
6
$1,033.75
$30.00
$1,063.75
(1) The Pool 1 Maximum Amount of $2,996,000,000 (equivalent)
represents the maximum aggregate principal amount in respect of
Pool 1 Notes that will be purchased in the Pool 1 Tender Offers.
The Pool 2 Maximum Amount of $1,013,000,000 (equivalent) represents
the maximum aggregate principal amount in respect of Pool 2 Notes
that will be purchased in the Pool 2 Tender Offers. The Tender Caps
can be increased or decreased at Teva’s sole discretion.
(2) In order to determine whether the Total Maximum Amount and
Tender Caps have been reached, an exchange rate of $1.16 = €1.00
has been used, as determined at 10:00 a.m. Eastern Time on the date
of the Early Tender Time.
(3) Subject to the Total Maximum Amount, the Tender Caps and
proration, the principal amount of each series of Notes that is
purchased in each of the Offers will be determined in accordance
with the applicable acceptance priority level (in numerical
priority order) specified in this column.
(4) Excludes accrued and unpaid interest, which also will be
paid.
(5) Includes the Early Tender Premium.
(6) Reflects the approximate proration factor of 43.7% for Teva
Pharmaceutical Finance Company B.V.'s 2.950% Senior Notes due
2022.
Subject to the terms and conditions of the Offers, 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 Total Maximum Amount. The settlement for the Notes accepted by
Teva in connection with the Early Tender Time is expected to take
place on Friday, November 12, 2021 (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 October 27, 2021 (the “Offer to
Purchase”), subject in each case to the Total Maximum Amount
and the Tender Caps. It is expected that the Notes tendered with
Acceptance Priority Levels 1, 2, 3 and 5 shall be accepted in full
without proration. It is expected that the Notes with Acceptance
Priority Level 4 shall be accepted subject to a proration factor of
approximately 43.7%. None of the Notes with Acceptance Priority
Level 6 shall be accepted. The amounts of each series of Notes
expected to be accepted are shown in the table. As a result of the
Offers, the Company will purchase approximately $2,996 million
(equivalent) aggregate principal amount of the Pool 1 Notes and
approximately $1,013 million (equivalent) aggregate principal
amount of the Pool 2 Notes.
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 Time, on
Wednesday, November 24, 2021, 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 Total 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. 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.
The proceeds of Teva’s issuance of sustainability-linked notes
that are not used to repurchase the Notes in the Offers will be
used to repay Teva’s 3.650% senior notes due 2021.
BNP Paribas, Merrill Lynch International, HSBC Bank plc and J.P.
Morgan Securities plc 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) 859-8511 (toll-free), (212) 269-5550 (collect) or
+44 20-7920-9700 (UK) or by email at teva@dfkingltd.com. All
documentation relating to the Offers, 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, at +33 1 55 77 78 94 or by email
at liability.management@bnpparibas.com, to Merrill Lynch
International, at (888) 292 0070 (toll-free), (980) 388 3646
(collect) or +44 207 996 5420 (UK) or by email at
DG.LM-EMEA@bofa.com, to HSBC Bank plc, at (212) 525-5552 (collect),
(888) HSBC-4LM (toll-free) or +44 207 992 6237 (UK) and to J.P.
Morgan Securities plc, at +44 20-7134-2468 (UK) or by email at
em_europe_lm@jpmorgan.com.
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: settlement of the tender
offers 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, 2020, 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/20211110005878/en/
IR Contacts: Kevin C. Mannix, United States, (215)
591-8912 Yael Ashman, Israel, 972 (3) 914-8262 PR Contacts:
Kelley Dougherty, United States, (973) 832-2810 Yonatan
Beker, United States, (973) 264-7378
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