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 $1 billion (the
“Maximum Amount”) of the following series of notes issued by
finance subsidiaries of Teva and guaranteed by Teva:
- 6.150% Senior Notes due 2036 issued by
Teva Pharmaceutical Finance Company, LLC (the “Priority 1
Notes”);
- 3.650% Senior Notes due 2021 issued by
Teva Pharmaceutical Finance Company B.V. (“Teva BV”) and
3.650% Senior Notes due 2021 issued by Teva Pharmaceutical Finance
IV B.V. (the “Priority 2 Notes”);
- 2.950% Senior Notes due 2022 issued by
Teva BV (the “Priority 3 Notes”); and
- 2.400% Senior Notes due 2016 issued by
Teva BV (together with the Priority 1 Notes, the Priority 2 Notes
and the Priority 3 Notes, the “Notes”).
Teva is engaging in the Offers to lower its overall interest
expense. Teva expects to fund the Offers through a future offering
of Eurobonds or other senior notes, borrowings under its existing
credit facilities and/or other available cash. The Offers are not
subject to any financing condition.
The Offers are being made pursuant to and are subject to the
terms and conditions set forth in the Offer to Purchase dated
February 12, 2015 (the “Offer to Purchase”) and related
Letter of Transmittal. Below is a summary of certain terms of the
Offers:
Title of Notes
Issuer
CUSIP Number
Principal Amount
Outstanding
Tender Cap
Acceptance Priority
Level
Bloomberg Reference
Page
U.S. Treasury
Reference Security
Fixed Spread (basis
points)
Early Tender Premium
(per $1,000)
Hypothetical Total
Consideration (per $1,000)(1)
6.150%SeniorNotesdue 2036
TevaPharmaceuticalFinanceCompany, LLC
88163VAD1 $986,828,000 $197,400,000 1 FIT1
3.125%due8/15/2044
150 bps $30 $1,291.43
3.650%SeniorNotesdue2021
TevaPharmaceuticalFinanceCompany B.V.
88165FAF9 $875,000,000
$350,000,000(2)
2 FIT1
1.250%due1/31/2020
110 bps $30 $1,063.73
3.650%SeniorNotesdue 2021
TevaPharmaceuticalFinance IVB.V.
88166JAA1 $875,000,000 2 FIT1
1.250%due1/31/2020
110 bps $30 $1,063.73
2.950%SeniorNotesdue2022
TevaPharmaceuticalFinanceCompany B.V.
88165FAG7 $1,300,000,000 N/A 3 FIT1
2.250%due11/15/2024
75
bps
$30 $1,015.14
2.400%SeniorNotesdue2016
TevaPharmaceuticalFinance Company B.V.
88165FAC6 $950,000,000 N/A 4 FIT4
0.375%due10/31/2016
25
bps
$30 $1,026.74
(See footnotes to the above table on the
following page.)
(1) Hypothetical Total Consideration is calculated as of 2:00
p.m., New York City time, on February 11, 2015, assuming an Initial
Settlement Date (as defined below) of February 27, 2015. Teva may,
at its option, elect to have a later Initial Settlement Date or not
to have an Initial Settlement Date. Hypothetical Total
Consideration includes the Early Tender Premium but does not
include accrued and unpaid interest.
(2) The $350,000,000 Tender Cap is an aggregate amount that
applies to both the 3.650% Senior Notes due 2021 issued by Teva
Pharmaceutical Finance Company B.V. and the 3.650% Senior Notes due
2021 issued by Teva Pharmaceutical Finance IV B.V.
The Offers will expire at 11:59 p.m., New York City time, on
March 12, 2015, 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 February 26, 2015, but may not be
withdrawn thereafter, except in certain limited circumstances where
additional withdrawal rights are required by law. The consideration
paid in the Offers for each series of Notes that are purchased
pursuant to the Offers will be determined in the manner described
in the Offer to Purchase by reference to the applicable fixed
spread over the yield to maturity of the applicable U.S. Treasury
Reference Security specified in the table above (the “Total
Consideration”). Holders of the Notes that are validly tendered
and not withdrawn at or prior to 5:00 p.m., New York City time, on
February 26, 2015 (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 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 applicable “Tender Offer
Consideration” per $1,000 principal amount of any such Notes
that are accepted for purchase, namely the applicable Total
Consideration minus the applicable Early Tender Premium. The Total
Consideration will be determined at 2:00 p.m., New York City time,
on February 26, 2015, unless extended by Teva.
Payments for Notes purchased will include accrued and unpaid
interest from and including the last interest payment date
applicable to the relevant series of Notes up to, but not
including, the applicable settlement date for such Notes accepted
for purchase. Teva may, at Teva’s option, elect for the payment of
Notes that are validly tendered and accepted for purchase prior to
the Early Tender Time to be made following the Early Tender Time
but before the Expiration Time (such date, the “Initial
Settlement Date”). If Teva elects 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 one
business day after the Early Tender Time, or February 27, 2015.
Payment for Notes that are validly tendered and accepted for
purchase following the Early Tender Time, and, if Teva does not
elect to have an Initial Settlement Date, payment of Notes that are
validly tendered and accepted for purchase prior to the Early
Tender Time, 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 13, 2015,
the first 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 4 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.
Series of Notes of the same Acceptance Priority Level will be
treated equally (as though they are a single series) for purposes
of acceptance and proration. In addition, no more than (i)
$197,400,000 aggregate principal amount of the Priority 1 Notes and
(ii) $350,000,000 aggregate principal amount of the Priority 2
Notes (viewed as a single class) 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
tendered Notes 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 the aggregate principal amount for the Priority 1
Notes or Priority 2 Notes validly tendered and not validly
withdrawn is greater than the applicable Tender Cap, or if the
aggregate purchase price (exclusive of accrued and unpaid interest)
for any relevant series of Notes 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 payment and to pay for the Notes
validly tendered in the Offers is subject to the satisfaction or
waiver of certain conditions set out in the Offer to Purchase, but
is not subject to a financing condition. Teva reserves the right,
subject to applicable law and the terms of the Offers, to: (i)
waive any and all conditions to the Offers; (ii) extend or
terminate the Offers; (iii) increase the Maximum Amount; (iv)
increase or eliminate the Tender Caps; or (v) otherwise amend the
Offers in any respect.
Barclays Capital Inc. and Morgan Stanley & Co. Inc. are
acting as Dealer Managers for the Offer. The information agent and
tender agent (the “Information and Tender Agent”) for the
Offers is D.F. King & Co., Inc. Copies of the Offer to Purchase
and related Letter of Transmittal are available by contacting the
Information and Tender Agent at (800) 622-1649 (toll-free) or (212)
269-5550 (collect) or by email at teva@dfking.com. Questions
regarding the Offers should be directed to Barclays Capital Inc.,
Liability Management Group, at (800) 438-3242 (toll-free) or (212)
528-7581 (collect) and Morgan Stanley & Co. LLC, Liability
Management Group, at (800) 624-1808 (toll-free) or (212) 761-1057
(collect).
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
leading global pharmaceutical company that delivers high-quality,
patient-centric healthcare solutions to millions of patients every
day. Headquartered in Israel, Teva is the world’s largest generic
medicines producer, leveraging its portfolio of more than 1,000
molecules to produce a wide range of generic products in nearly
every therapeutic area. In specialty medicines, Teva has a
world-leading position in innovative treatments for disorders of
the central nervous system, including pain, as well as a strong
portfolio of respiratory products. Teva integrates its generics and
specialty capabilities in its global research and development
division to create new ways of addressing unmet patient needs by
combining drug development capabilities with devices, services and
technologies. Teva's net revenues in 2014 amounted to $20.3
billion. For more information, visit www.tevapharm.com.
Cautionary Notice Regarding Forward-Looking
Statements:
This release contains forward-looking statements, which are
based on management’s current beliefs and expectations and involve
a number of known and unknown risks and uncertainties that could
cause our future results, performance or achievements to differ
significantly from the results, performance or achievements
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 develop and commercialize
additional pharmaceutical products; competition for our innovative
products, especially Copaxone® (including competition from
orally-administered alternatives, as well as from potential
purported generic equivalents) and our ability to migrate users to
our new 40 mg/mL version; the possibility of material fines,
penalties and other sanctions and other adverse consequences
arising out of our ongoing FCPA investigations and related matters;
our ability to achieve expected results from the research and
development efforts invested in our pipeline of specialty and other
products; our ability to reduce operating expenses to the extent
and during the timeframe intended by our cost reduction program;
our ability to identify and successfully bid for suitable
acquisition targets or licensing opportunities, or to consummate
and integrate acquisitions; the extent to which any manufacturing
or quality control problems damage our reputation for quality
production and require costly remediation; increased government
scrutiny in both the U.S. and Europe of our patent settlement
agreements; our exposure to currency fluctuations and restrictions
as well as credit risks; the effectiveness of our patents,
confidentiality agreements and other measures to protect the
intellectual property rights of our specialty medicines; the
effects of reforms in healthcare regulation and pharmaceutical
pricing, reimbursement and coverage; governmental investigations
into sales and marketing practices, particularly for our specialty
pharmaceutical products; adverse effects of political or economic
instability, major hostilities or acts of terrorism on our
significant worldwide operations; interruptions in our supply chain
or problems with internal or third-party information technology
systems that adversely affect our complex manufacturing processes;
significant disruptions of our information technology systems or
breaches of our data security; competition for our generic
products, both from other pharmaceutical companies and as a result
of increased governmental pricing pressures; competition for our
specialty pharmaceutical businesses from companies with greater
resources and capabilities; the impact of continuing consolidation
of our distributors and customers; decreased opportunities to
obtain U.S. market exclusivity for significant new generic
products; potential liability in the U.S., Europe and other markets
for sales of generic products prior to a final resolution of
outstanding patent litigation; our potential exposure to product
liability claims that are not covered by insurance; any failure to
recruit or retain key personnel, or to attract additional executive
and managerial talent; any failures to comply with complex Medicare
and Medicaid reporting and payment obligations; significant
impairment charges relating to intangible assets, goodwill and
property, plant and equipment; the effects of increased leverage
and our resulting reliance on access to the capital markets;
potentially significant increases in tax liabilities; 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; variations in patent laws that may adversely affect our
ability to manufacture our products in the most efficient manner;
environmental risks; and other factors that are discussed in our
Annual Report on Form 20-F for the year ended December 31, 2014 and
in our other filings with the U.S. Securities and Exchange
Commission. 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 statement, whether as a result of new
information, future events or otherwise.
Teva Pharmaceutical Industries Ltd.IR:United StatesKevin C.
Mannix, (215) 591-8912orUnited StatesRan Meir, (215)
591-3033orIsraelTomer Amitai, 972 (3)
926-7656orPR:IsraelIris Beck Codner, 972 (3)
926-7246orUnited StatesDenise Bradley, (215) 591-8974
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