Teva Pharmaceutical Industries Ltd. (NYSE: TEVA) announced today
the early tender results, applicable Reference Yields and
consideration payable in connection with its previously announced
tender offers (the “Offers”) to purchase for cash a portion
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 (the “Priority 4 Notes” and together with the
Priority 1 Notes, the Priority 2 Notes and the Priority 3 Notes,
the “Notes”).
Teva also announced that it has amended the terms of the Offers
to increase the combined aggregate purchase price (exclusive of
accrued and unpaid interest) of Notes it is purchasing in the
Offers (the “Maximum Amount”) from $1 billion to $1.3
billion and the Tender Cap for the Priority 2 Notes to $550
million. All other terms of the Offers, as previously announced,
remain unchanged. 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.
Group Executive Vice President and Chief Financial Officer Eyal
Desheh stated: “We are pleased to be in a position to take
advantage of our strong cash flow and the favorable interest rate
environment to reduce our interest expense. We expect that these
tender offers will have a net present value to us of approximately
$170 million.”
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were validly tendered and not validly withdrawn at or prior to 5:00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., New York City time, on February 26, 2015 (the “Early
Tender Time”) are specified in the table below. The
consideration to be paid in the Offers for each series of Notes has
been 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 below (the “Total Consideration”). 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 will
receive the applicable Total Consideration, which includes an early
tender premium of $30.00 per $1,000 principal amount of Notes
accepted for purchase (the “Early Tender Premium”).
Title of Notes
Issuer
CUSIP Number
Principal Amount
Outstanding
Principal Amount
Tendered
Tender Cap
Acceptance Priority
Level
U.S. Treasury
Reference Security
Reference Yield
Fixed Spread (basis
points)
Total Consideration (per
$1,000)(1)
6.150% Senior Notes due 2036 Teva Pharmaceutical Finance Company,
LLC 88163VAD1 $986,828,000 $207,517,000 $197,400,000 1 3.125% due
8/15/2044 2.589% 150 bps $1,287.94 3.650% Senior Notes due
2021 Teva Pharmaceutical Finance Company B.V. 88165FAF9
$875,000,000 $477,635,000
$550,000,000(2)
2 1.250% due 1/31/2020 1.521% 110 bps $1,062.85
3.650% Senior Notes due 2021
Teva Pharmaceutical Finance IV B.V.
88166JAA1
$875,000,000
$523,194,000
2
1.250% due 1/31/2020
1.521%
110 bps
$1,062.85
2.950% Senior Notes due 2022 Teva Pharmaceutical Finance
Company B.V. 88165FAG7 $1,300,000,000 $751,112,000 N/A 3 2.250% due
11/15/2024 2.010% 75
bps
$1,013.24 2.400% Senior Notes due 2016 Teva Pharmaceutical
Finance Company B.V. 88165FAC6 $950,000,000 $526,971,000 N/A 4
0.375% due 10/31/2016 0.540% 25
bps
$1,027.17
___________________
(1) Based on the Reference Yield of the
applicable U.S. Treasury Reference Security as of 2:00 p.m., New
York City time, on February 26, 2015, as determined by the Dealer
Managers. Total Consideration includes the Early Tender Premium of
$30.00 per $1,000 principal amount of Notes accepted for purchase,
but does not include accrued and unpaid interest.
(2) The $550,000,000 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.
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) equal to the Maximum Amount. The settlement for the Notes
accepted by Teva in connection with the Early Tender Time is
expected to take place on Friday, February 27, 2015 (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, subject in each case
to the Maximum Amount and the applicable Tender Cap. It is expected
that Priority 1 Notes will be subject to a proration factor of
approximately 95 percent, Priority 2 Notes will be subject to a
proration factor of approximately 55 percent and Priority 3 Notes
will be subject to a proration factor of approximately 61 percent.
No Priority 4 Notes will be purchased pursuant to the Offers.
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 Settlement Date.
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., New York City time, on
March 12, 2015, 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 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 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 waive any
and all conditions to the Offers or to otherwise amend, extend or
terminate the Offers in any respect.
Barclays Capital Inc. and Morgan Stanley & Co. LLC 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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