Market Overview

Teva Announces $400 Million Debt Tender Offer

Share:

Teva Pharmaceutical Industries Ltd. (NYSE:TEVA) announced today that it
has commenced tender offers (the "Offers") to purchase for cash
for a combined aggregate purchase price (exclusive of accrued and unpaid
interest) of up to $400 million (the "Maximum Amount") of the
following series of notes issued by finance subsidiaries of Teva and
guaranteed by Teva:

  • 1.700% Senior Notes due 2019, CUSIP 88167A AB7 / ISIN US88167AAB70,
    issued by Teva Pharmaceutical Finance Netherlands III B.V. (the "Priority
    1 Notes
    ");
  • 0.375% Senior Notes due 2020, ISIN XS1439749109, issued by Teva
    Pharmaceutical Finance Netherlands II B.V. (the "Priority 2 Notes"),
    and
  • 2.250% Senior Notes due 2020, CUSIP 88166H AD9 / ISIN US88166HAD98,
    issued by Teva Pharmaceutical Finance IV, LLC (the "Priority 3 Notes"
    and together with the Priority 1 Notes and Priority 2 Notes, the "Notes").

Teva is engaging in the Offers to reduce its total debt and decrease its
overall interest expense. Teva expects to fund the Offers with available
cash on hand.

The Offers are being made pursuant to and are subject to the terms and
conditions set forth in the Offer to Purchase, dated September 4, 2018
(the "Offer to Purchase"), available via the offer website: https://sites.dfkingltd.com/teva
(the "Offer Website"). Below is a summary of certain terms of the Offers:

           

Dollars or Euros per $1,000 or €1,000, as

applicable, principal amount

Title of
Notes
Issuer

CUSIP / ISIN

Number

Principal
Amount
Outstanding
Tender Cap (principal amount) Acceptance
Priority
Level
Authorized Denominations (principal amount) Tender Offer Consideration (1) Early
Tender
Premium
Total
Consideration
(1)(2)
1.700% Senior Notes due 2019

Teva

Pharmaceutical

Finance

Netherlands III

B.V.

88167A AB7 / US88167AAB70 $2,000,000,000 $300,000,000 1

$2,000 and integral

multiples of

$1,000 in excess

thereof

$937.50

$50

$987.50

0.375%
Senior
Notes
due 2020

Teva

Pharmaceutical

Finance

Netherlands II

B.V.

XS1439749109 €1,750,000,000 €100,000,000 2

€100,000 and

integral multiples

of €1,000 in excess

thereof

€937.50

€50

€987.50

2.250%
Senior
Notes due 2020

Teva

Pharmaceutical

Finance IV, LLC

 

88166H AD9 / US88166HAD98 $700,000,000 $50,000,000 3

$2,000 and integral

multiples of

$1,000 in excess

thereof

$927.50 $50 $977.50

(1) Excludes accrued and unpaid interest, which also will be paid.

(2) Includes the Early Tender Premium.

The Offers will expire at 11:59 p.m., New York City time, on Monday,
October 1, 2018, unless extended or earlier terminated (as it may be
extended or earlier terminated, the "Expiration Time"). Tenders
of Notes may be withdrawn at any time at or prior to 5:00 p.m., New York
City time, on Monday, September 17, 2018, but may not be withdrawn
thereafter, except in certain limited circumstances where additional
withdrawal rights are required by law. Holders of the Notes that are
validly tendered and not withdrawn at or prior to 5:00 p.m., New York
City time, on September 17, 2018 (the "Early Tender Time") and
accepted for purchase will receive the applicable "Total Consideration",
which includes an early tender premium of $50 per $1,000 or €50 per
€1,000, as applicable, principal amount of the Notes accepted for
purchase (the "Early Tender Premium"). Holders of Notes who
validly tender their Notes following the Early Tender Time, but at or
prior to the Expiration Time, will receive the "Tender Offer
Consideration
", namely the applicable Total Consideration minus the
applicable Early Tender Premium.

Each Holder whose Notes are tendered and accepted for purchase will
receive accrued and unpaid interest on such Notes from, and including,
the last applicable interest payment date up to, but not including, the
applicable settlement date. Teva may, at Teva's option, elect for the
payment of the Total Consideration plus accrued and unpaid interest for
Notes that are validly tendered and not validly withdrawn at or prior to
the Early Tender Time and accepted for purchase to be made following the
Early Tender Time but before the Expiration Time (such date, the "Initial
Settlement Date
"). Teva expects to have an Initial Settlement Date,
and assuming that the conditions to the Offers are satisfied or waived,
such Initial Settlement Date may be as early as three business days
after the Early Tender Time, or Thursday, September 20, 2018. Payment of
the Tender Offer Consideration plus accrued and unpaid interest for
Notes that are validly tendered following the Early Tender Time and
accepted for purchase, and, if Teva does not elect to have an Initial
Settlement Date, payment of the Total Consideration plus accrued and
unpaid interest for Notes that are validly tendered and not validly
withdrawn at or prior to the Early Tender Time and accepted for
purchase, will be made promptly following the Expiration Time (such
date, the "Final Settlement Date" and, together with the Initial
Settlement Date, each a "Settlement Date"). Assuming that the
conditions to the Offers are satisfied or waived, Teva expects that the
Final Settlement Date will be Wednesday, October 3, 2018, the second
business day after the Expiration Time. No tenders submitted after the
Expiration Time will be valid.

The amounts of each series of Notes that are purchased will be
determined in accordance with the Acceptance Priority Levels specified
in the table above and on the cover page of the Offer to Purchase (the "Acceptance
Priority Level
"), with 1 being the highest Acceptance Priority Level
and 3 being the lowest Acceptance Priority Level, provided that we will
only accept for purchase Notes with an aggregate purchase price up to
the Maximum Amount. In addition, no more than (i) $300,000,000 aggregate
principal amount of the Priority 1 Notes, (ii) €100,000,000 aggregate
principal amount of the Priority 2 Notes and (iii) $50,000,000 aggregate
principal amount of Priority 3 Notes will be purchased in the Offers
(such aggregate principal amounts, the "Tender Caps").

Subject to the Maximum Amount, Tender Caps and the proration
arrangements applicable to the Offers, all Notes validly tendered and
not validly withdrawn at or before the Early Tender Time having a higher
Acceptance Priority Level will be accepted before any Notes tendered at
or before the Early Tender Time having a lower Acceptance Priority Level
are accepted in the Offers, and all Notes validly tendered after the
Early Tender Time having a higher Acceptance Priority Level will be
accepted before any Notes tendered after the Early Tender Time having a
lower Acceptance Priority Level are accepted in the Offers. However,
even if the Offers are not fully subscribed as of the Early Tender Time,
subject to the Maximum Amount and the Tender Caps, Notes validly
tendered and not validly withdrawn at or before the Early Tender Time
will be accepted for purchase in priority to other Notes tendered after
the Early Tender Time even if such Notes tendered after the Early Tender
Time have a higher Acceptance Priority Level than Notes tendered prior
to the Early Tender Time.

Acceptances for tenders of Notes of a series may be subject to proration
if (a) the aggregate principal amount of the Notes of a series validly
tendered and not validly withdrawn is greater than the applicable Tender
Cap, or (b) if the aggregate purchase price (exclusive of accrued and
unpaid interest) for any relevant series of Notes validly tendered and
not validly withdrawn would cause the Maximum Amount to be exceeded.
Furthermore, if the Offers are fully subscribed as of the Early Tender
Time, Holders who validly tender Notes following the Early Tender Time
will not have any of their Notes 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 to (i) waive any and all
conditions to an Offer with respect to one or more series of Notes; (ii)
extend or terminate an Offer with respect to one or more series of Notes
at any time; (iii) increase or decrease the Maximum Amount; (iv)
increase or decrease one or more of the Tender Caps; or (v) otherwise
amend an Offer with respect to one or more series of Notes in any
respect, in each case, subject to applicable law and in accordance with
the terms set forth in the Offer to Purchase.

Mizuho Securities USA LLC and Morgan Stanley & Co. LLC are acting as
Dealer Managers for the Offer. 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 (866) 796-3441 (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 Mizuho Securities
USA LLC, Liability Management Group, at (866) 271-7403 (toll-free),
(212) 205-7736 (collect) or +44 20-7090-6673 (UK) and Morgan Stanley &
Co. LLC, Liability Management Group, at (800) 624-1808 (toll-free),
(212) 761-1057 (collect) or +44 20-7677-7799 (UK).

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) is a global
leader in generic medicines, with innovative treatments in select areas,
including CNS, pain and respiratory. We deliver high-quality generic
products and medicines in nearly every therapeutic area to address unmet
patient needs. We have an established presence in generics, specialty,
OTC and API, building on more than a century-old legacy, with a fully
integrated R&D function, strong operational base and global
infrastructure and scale. We strive to act in a socially and
environmentally responsible way. Headquartered in Israel, with
production and research facilities around the globe, we employ 45,000
professionals, committed to improving the lives of millions of patients.
Learn more at 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, 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:

our ability to successfully compete in the marketplace,
including: that we are substantially dependent on our generic products;
competition for our specialty products, especially COPAXONE®, our
leading medicine, which faces competition from existing and potential
additional generic versions and orally-administered alternatives;
competition from companies with greater resources and capabilities;
efforts of pharmaceutical companies to limit the use of generics
including through legislation and regulations; consolidation of our
customer base and commercial alliances among our customers; the increase
in the number of competitors targeting generic opportunities and seeking
U.S. market exclusivity for generic versions of significant products;
price erosion relating to our products, both from competing products and
increased regulation; delays in launches of new products and our ability
to achieve expected results from investments in our product pipeline;
our ability to take advantage of high-value opportunities; the
difficulty and expense of obtaining licenses to proprietary
technologies; and the effectiveness of our patents and other measures to
protect our intellectual property rights;

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;

our business and operations in general, including: failure
to effectively execute our restructuring plan announced in December,
2017; uncertainties related to, and failure to achieve, the potential
benefits and success of our new senior management team and
organizational structure; harm to our pipeline of future products due to
the ongoing review of our R&D programs; our ability to develop and
commercialize additional pharmaceutical products; potential additional
adverse consequences following our resolution with the U.S. government
of our Foreign Corrupt Practices Act investigation; compliance with
sanctions and other trade control laws; 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; variations in intellectual property laws that may adversely
affect our ability to manufacture our products; challenges associated
with conducting business globally, including adverse effects of
political or economic instability, major hostilities or terrorism;
significant sales to a limited number of customers in our U.S. market;
our ability to successfully bid for suitable acquisition targets or
licensing opportunities, or to consummate and integrate acquisitions;
and our prospects and opportunities for growth if we sell assets;

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;
governmental investigations into sales and marketing practices;
potential liability for patent infringement; 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;

other financial and economic risks, including: our exposure
to currency fluctuations and restrictions as well as credit risks;
potential impairments of our intangible assets; potential significant
increases in tax liabilities; and the effect on our overall effective
tax rate of the termination or expiration of governmental programs or
tax benefits, or of a change in our business;

and other factors discussed in our Annual Report on Form 10-K for the
year ended December 31, 2017, 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
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.

View Comments and Join the Discussion!