Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA)
(“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
$2,250,000,000 (the “Total Maximum Amount”) of the
following series of notes issued by finance subsidiaries of Teva
and guaranteed by Teva:
- 7.125% Senior Notes due 2025, CUSIP 88167AAN1 / ISIN
US88167AAN19 (Registered), CUSIP 88167A AM3 / ISIN US88167AAM36
(144A), CUSIP N8540W AC8 / ISIN USN8540WAC84 (Reg S), issued by
Teva Pharmaceutical Finance Netherlands III B.V. (the “Priority
1 Notes”);
- 6.000% Senior Notes due 2025, Common Code 208396323 / ISIN
XS2083963236 (144A), Common Code 208396269 / ISIN XS2083962691 (Reg
S) issued by Teva Pharmaceutical Finance Netherlands II B.V. (the
“Priority 2 Notes”);
- 4.500% Senior Notes due 2025, CUSIP XS1813724603 (Registered),
Common Code 178945947 / ISIN XS1789459473 / (144A), Common Code
178945602 / XS1789456024 (RegS), issued by Teva Pharmaceutical
Finance Netherlands II B.V. (the “Priority 3 Notes,” and
together with the Priority 1 Notes and the Priority 2 Notes, the
“Pool 1 Notes”);
- 2.800% Senior Notes due 2023, CUSIP 88167A AD3 / US88167AAD37
(Registered), issued by Teva Pharmaceutical Finance Netherlands III
B.V. (the “Pool 2 Notes”);
- 6.000% Senior Notes due 2024, CUSIP 88167AAL5/ ISIN
US88167AAL52 (Registered), CUSIP 88167A AH4 / ISIN
US88167AAH41(144A), CUSIP N8540W AA2 / ISIN USN8540WAA29 (RegS),
issued by Teva Pharmaceutical Finance Netherlands III B.V. (the
“Pool 3 Notes”); and
- 3.150% Senior Notes due 2026, CUSIP 88167A AE1 / ISIN
US88167AAE10 (Registered), issued by Teva Pharmaceutical Finance
Netherlands III B.V. (the “Pool 4 Notes,” and together with
the Pool 1 Notes, the Pool 2 Notes and the Pool 3 Notes, the
“Notes”).
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 Financing Transaction (as defined
below), together with cash on hand.
The Offers are being made pursuant and are subject to the terms
and conditions set forth in the Offer to Purchase, dated February
27, 2023 (the “Offer to Purchase”), available via the offer
website: https://sites.dfkingltd.com/teva (the “Offer
Website”), including a condition to the Offers of the
completion by Teva Pharmaceutical Finance Netherlands II B.V. and
Teva Pharmaceutical Finance Netherlands III B.V. of an offering of
debt securities that commenced concurrently with the Offers, with
minimum gross proceeds of $2.0 billion (equivalent) to partially
fund the Total Consideration for Notes to be purchased pursuant to
the Offers, on terms and subject to conditions reasonably
satisfactory to Teva (the “Financing Transaction”). Below is
a summary of 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
Outstanding
Tender Caps (purchase
price)(1)
Acceptance Priority
Level(2)
Authorized Denominations
(principal amount)
Tender Offer Consideration
(3)
Early Tender Premium
Total Consideration
(3)(4)
Pool 1 Tender Offers
7.125% Senior Notes due 2025
Teva Pharmaceutical Finance
Netherlands III B.V.
88167AAN1 /US88167AAN19
(Registered)
88167AAM3 /
US88167AAM36(144A)
N8540WAC8/
USN8540WAC84 (RegS)
$1,000,000,000
$1,600,000,000 (equivalent)
1
$200,000 and integral multiples
of $1,000 in excess thereof
$982.50
$30.00
$1,012.50
6.000% Senior Notes due 2025
Teva Pharmaceutical Finance
Netherlands II B.V.
208396323/
XS2083963236 (144A)/
208396269/
XS2083962691 (RegS)
€1,000,000,000
2
€100,000 and integral multiples
of €1,000 in excess thereof
€988.75
€30.00
€1,018.75
4.500% Senior Notes due 2025
Teva Pharmaceutical Finance
Netherlands II B.V.
XS1813724603 (Registered)
XS1789459473/
178945947 (144A)
XS1789456024/178945602 (RegS)
€900,000,000
3
€100,000 and integral multiples
of €1,000 in excess thereof
€965.00
€30.00
€995.00
Pool 2 Tender Offers
2.800% Senior Notes due 2023
Teva Pharmaceutical Finance
Netherlands III B.V.
88167AAD3 / US88167AAD37
(Registered)
$1,453,894,000
$400,000,000
4
$2,000 and integral multiples of
$1,000 in excess thereof
$961.25
$30.00
$991.25
Pool 3 Tender Offers
6.000% Senior Notes due 2024
Teva Pharmaceutical Finance
Netherlands III B.V.
88167AAL5/ US88167AAL52
(Registered)
88167AAH4 / US88167AAH41
(144A)
N8540WAA2 / USN8540WAA29
(RegS)
$1,250,000,000
$250,000,000
5
$200,000 and integral multiples
of $1,000 in excess thereof
$970.00
$30.00
$1,000.00
Pool 4 Tender Offers
3.150% Senior Notes due 2026
Teva Pharmaceutical Finance
Netherlands III B.V.
88167AAE1 / US88167AAE10
(Registered)
$3,500,000,000
$250,000,000
6
$2,000 and integral multiples of
$1,000 in excess thereof
$842.50
$30.00
$872.50
(1)
The Pool 1 Maximum Amount of
$1,600,000,000 (equivalent) represents the maximum aggregate
purchase price in respect of Pool 1 Notes that will be purchased in
the Pool 1 Tender Offers. The Pool 2 Maximum Amount of $400,000,000
represents the maximum aggregate purchase price in respect of Pool
2 Notes that will be purchased in the Pool 2 Tender Offers. The
Pool 3 Maximum Amount of $250,000,000 represents the maximum
aggregate purchase price in respect of Pool 3 Notes that will be
purchased in the Pool 3 Tender Offers. The Pool 4 Maximum Amount of
$250,000,000 represents the maximum aggregate purchase price in
respect of Pool 4 Notes that will be purchased in the Pool 4 Tender
Offers. The Tender Caps can be increased or decreased at Teva’s
sole discretion, and in each case are exclusive of accrued and
unpaid interest.
(2)
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 Tender Offers will be
determined in accordance with the applicable acceptance priority
level (in numerical priority order) specified in this column.
(3)
Excludes accrued and unpaid interest,
which will also be paid.
(4)
Includes the Early Tender Premium.
The Offers will expire at 5:00 p.m., Eastern Time, on March, 27,
2023, 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.,
Eastern Time, on March, 10, 2023, 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., Eastern Time, on March, 10, 2023 (the “Early Tender
Time”) and accepted for purchase will receive the applicable
“Total Consideration,” 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 (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 March, 15, 2023.
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 March, 30, 2023, the third business day
after the Expiration Time. No tenders submitted after the
Expiration Time will be valid.
The purchase price for Dollar Notes and Euro Notes will be paid
in U.S. Dollars and Euros, respectively. To determine whether the
Total Maximum Amount and the Tender Caps (defined below) have been
reached, we will convert the applicable purchase price payable or
nominal amounts (as applicable) with respect to the Euro Notes
validly tendered into U.S. Dollars using the applicable exchange
rates, as of 10:00 a.m., New York City time, on the date of the
Early Tender Time, as reported on the Bloomberg screen page “FXIP”
under the heading “FX Rate vs. USD” (or, if such screen is
unavailable, a generally recognized source for currency quotations
selected by the Dealer Managers with quotes as of a time as close
as reasonably possible to the aforementioned).
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 6 being the lowest Acceptance
Priority Level, provided that we will only accept for purchase
Notes with an aggregate purchase price (excluding accrued interest)
up to the Total Maximum Amount. In addition, no more than
$1,600,000,000 (equivalent) aggregate purchase price of the Pool 1
Notes, no more than $400,000,000 aggregate purchase price of the
Pool 2 Notes, no more than $250,000,000 aggregate purchase price of
the Pool 3 Notes and no more than $250,000,000 aggregate purchase
price of the Pool 4 Notes will be purchased in the Offers (such
aggregate purchase prices, the “Tender Caps”). The Total
Maximum Amount and the Tender Caps may be increased or decreased by
Teva in its sole discretion.
Subject to the Total 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 Total 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) 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
Total 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, including the
satisfaction or waiver of the Financing Transaction. 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 Total Maximum Amount; (iv) increase
or decrease 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.
Citigroup Global Markets Europe AG, Goldman Sachs & Co. LLC,
Mizuho Securities Europe GmbH, MUFG Securities (Europe) N.V. and
PNC Capital Markets LLC are acting as the 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 (800) 713-9960 (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 Citigroup Global Markets Europe AG, at +44 20
7986 8969 or by email at liabilitymanagement.europe@citi.com, to
Goldman Sachs & Co. LLC at (212) 902-5962 or +1 (800) 828-3182
(toll-free) or by email at GS-LM-NYC@gs.com, to Mizuho Securities
Europe GmbH, at +44 20 7090 6134 or +1 (866) 271-7403) (toll-free)
or by email at liabilitymanagement@uk.mizuho-sc.com, to MUFG
Securities (Europe) N.V. at +33 1 70 91 42 55 (Europe), +1 (212)
405-7481 (U.S.) or +1 (877) 744-4532 (toll-free) and to PNC Capital
Markets LLC, at +1 (855) 881-0697 or by email at
secsett@pnc.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
innovative 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 medicines research and
operations supporting our growing portfolio of innovative medicines
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, 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,
2022, including the sections thereof captioned “Risk
Factors” and “Forward Looking Statements,” 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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