Files Updated Investor Presentation
Reiterates Compelling Strategic and Financial
Benefits for Teva and Mylan Stockholders
Highlights Strength of Teva’s Business,
Pipeline, Leadership and Long-Term Growth Prospects
Teva Pharmaceutical Industries Ltd. (NYSE:TEVA)(TASE:TEVA) today
announced that an updated investor presentation in connection with
its proposed combination with Mylan N.V. (NASDAQ: MYL) is available
on the Investor Relations section of the Company’s website and will
be filed with the Securities and Exchange Commission (“SEC”).
Erez Vigodman, President and CEO of Teva, commented, “Our strong
financial and operating performance demonstrates that great people,
great products and world-class execution of our strategy are coming
together in a powerful way at Teva. Teva has built the foundation
for accelerated growth and an even stronger future – and we will
continue to evolve to deliver on our strategy and achieve our
goals. Together with Mylan, we would have the infrastructure and
the capabilities to more quickly pursue a differentiated business
model that meets the evolving needs of patients and customers and
support the highest levels of quality and clinical excellence. We
are committed to making this transaction a reality and delivering
the value that our stockholders and the other stakeholders of both
companies deserve.”
Among other things, the presentation notes:
- The Teva Board and management team are
committed to consummating a transaction as soon as possible, and
the Company is ready and willing to meet with Mylan and its
advisors immediately.
- Teva’s proposal is extremely attractive
for Teva and Mylan stockholders and all other stakeholders.
- The proposed combination makes
compelling strategic, financial and cultural sense.
- The combined company will have a strong
and flexible financial profile, including substantial debt capacity
and an investment grade rating.
- Teva has carefully studied the
regulatory and antitrust aspects of the combination and believes
that all necessary clearances can be completed in 2015.
- The strength of Teva’s business,
pipeline, leadership and long-term growth prospects.
- The significant achievements and robust
financial performance Teva has generated through its
transformation.
As previously announced on April 21, 2015, Teva has proposed to
acquire Mylan for $82.00 per share, with the consideration to be
comprised of approximately 50 percent cash and 50 percent stock.
Teva’s proposal for Mylan implies a total equity value of
approximately $43 billion. Teva’s proposal represents a 48.3%
premium to the unaffected stock price of Mylan on March 10, 2015,
the last day of trading prior to widespread speculation of a
transaction between Teva and Mylan. Teva’s proposal is contingent
on Mylan not completing its proposed acquisition of Perrigo or any
alternative transactions.
Barclays and Greenhill & Co. are serving as financial
advisors to Teva. Kirkland & Ellis LLP and Tulchinsky Stern
Marciano Cohen Levitski & Co are serving as legal counsel to
Teva, with De Brauw Blackstone Westbroek N.V. and Loyens &
Loeff N.V. acting as legal advisors in the Netherlands.
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.
Safe Harbor Statement
This communication 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 involve a number of assumptions, known and unknown
risks and uncertainties that change over time and could cause
future results, performance or achievements to differ materially
from the results, performance or achievements expressed or implied
by such forward-looking statements. These assumptions, known and
unknown risks and uncertainties include, but are not limited to,
those 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 (the “SEC”), and those relating
to Mylan’s business, as detailed from time to time in Mylan’s
filings with the SEC, which factors are incorporated herein by
reference. Forward-looking statements are generally identified by
the words “expects,” “anticipates,” “believes,” “intends,”
“estimates,” “will,” “would,” “could,” “should,” “may,” “plans” and
similar expressions. All statements, other than statements of
historical fact, are statements that could be deemed to be
forward-looking statements, including statements about the proposed
acquisition of Mylan, the financing of the proposed transaction,
the expected future performance (including expected results of
operations and financial guidance), and the combined company’s
future financial condition, operating results, strategy and plans.
Important factors that could cause actual results, performance or
achievements to differ materially from the forward-looking
statements we make in this communication include, but are not
limited to: the ultimate outcome of any possible transaction
between Teva and Mylan, including the possibility that no
transaction between Teva and Mylan will be effected or that a
transaction will be pursued on different terms and conditions; the
effects of the business combination of Teva and Mylan, including
the combined company’s future financial condition, operating
results, strategy and plans; uncertainties as to the timing of the
transaction; the possibility that the expected benefits of the
transaction and the integration of our operations with Mylan’s
operations (including any expected synergies) will not be fully
realized by us or may take longer to realize than expected; adverse
effects on the market price of Teva’s or Mylan’s shares, including
negative effects of this communication or the consummation of the
possible transaction; the ability to obtain regulatory approvals on
the terms proposed or expected and satisfy other conditions to the
offer, including any necessary stockholder approval, in each case,
on a timely basis; our and Mylan’s ability to comply with all
covenants in our or its current or future indentures and credit
facilities, any violation of which, if not cured in a timely
manner, could trigger a default of other obligations under cross
default provisions; our and Mylan’s exposure to currency
fluctuations and restrictions as well as credit risks; the effects
of reforms in healthcare regulation and pharmaceutical pricing and
reimbursement; uncertainties surrounding the legislative and
regulatory pathways for the registration and approval of
biotechnology-based medicines; the impact of competition from other
market participants; adverse effects of political or economic
instability, corruption, major hostilities or acts of terrorism on
our or Mylan’s significant worldwide operations; other risks,
uncertainties and other factors detailed in our Annual Report on
Form 20-F for the year ended December 31, 2014 and in our other
filings with the SEC; and the risks and uncertainties and other
factors detailed in Mylan’s reports and documents filed with the
SEC. All forward-looking statements attributable to us or any
person acting on our behalf are expressly qualified in their
entirety by this cautionary statement. Readers are cautioned not to
place undue reliance on any of these forward-looking statements.
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.
ADDITIONAL INFORMATION
This communication is for informational purposes only and does
not constitute an offer to buy or solicitation of an offer to sell
any securities. This communication relates to a proposal which Teva
has made for a business combination transaction with Mylan. In
furtherance of this proposal and subject to future developments,
Teva and Mylan may file one or more proxy statements, registration
statements or other documents with the SEC. This communication is
not a substitute for any proxy statement, registration statement,
prospectus or other document Teva and/or Mylan have filed or may
file with the SEC in connection with the proposed transaction. No
offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE PROXY STATEMENT(s), REGISTRATION STATEMENT,
PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Any definitive proxy statement(s) (if and when
available) will be mailed to stockholders. Investors and security
holders may obtain free copies of this communication, any proxy
statement, registration statement, prospectus and other documents
(in each case, if and when available) filed with the SEC by Teva
through the web site maintained by the SEC at
http://www.sec.gov.
InvestorsUnited StatesKevin
C. Mannix, 215-591-8912Ran Meir, 215-591-3033orIsraelTomer Amitai,
972 (3) 926-7656orD.F. King & Co., Inc.Jordan Kovler / Tom
Germinario, 212- 269-5550orMediaTeva United StatesDenise Bradley,
215-591-8974orTeva IsraelIris Beck Codner, 972 (3) 926-7687orUnited
StatesJoele Frank, Wilkinson Brimmer KatcherJoele Frank / Tim Lynch
/ Meaghan Repko, 212-355-4449orThe NetherlandsCitigate First
FinancialUneke Dekkers / Petra Jager / Suzanne Bakker, + 31 20 575
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