Teva Announces Exercise of Underwriters’ Over-Allotment Option
03 Janvier 2016 - 8:30AM
Business Wire
Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA)
announced today that the underwriters for its previously announced
offerings of its American Depositary Shares (“ADSs”), each
representing one Teva ordinary share, and its 7.00% Mandatory
Convertible Preferred Shares have exercised in full their option to
purchase an additional 5,400,000 ADSs and 337,500 Mandatory
Convertible Preferred Shares. As a result, Teva expects to receive
an additional $658 million in net proceeds, for an aggregate of
approximately $7.24 billion including the initial closing, in each
case after estimated underwriting discounts, commissions and
offering expenses payable by Teva. Closing of this additional sale
is expected to occur on January 6, 2016.
Teva intends to use the net proceeds from these offerings
towards the cash portion of the purchase price for its previously
announced acquisition of Allergan plc’s worldwide generic
pharmaceuticals business (“Actavis Generics”) and related fees and
expenses, for the pending acquisition of Rimsa or otherwise for
general corporate purposes. Pending such use, Teva has used certain
of the proceeds towards the repayment of debt. If for any reason
the acquisitions do not close, Teva expects to use the net proceeds
from these offerings for general corporate purposes.
Barclays, BofA Merrill Lynch, Citigroup, Morgan Stanley, BNP
PARIBAS, Credit Suisse, HSBC, Mizuho Securities, RBC Capital
Markets and SMBC Nikko acted as the joint book-running managers for
the offerings. Rothschild served as financial advisor to Teva in
connection with the offerings.
Willkie Farr & Gallagher LLP and Tulchinsky Stern Marciano
Cohen Levitski & Co. represented Teva in the offerings. Cleary
Gottlieb Steen & Hamilton LLP and Herzog Fox & Neeman
represented the underwriters.
The offerings were made pursuant to a prospectus and related
prospectus supplements that constitute a part of Teva’s shelf
registration statement filed with the Securities and Exchange
Commission (the “SEC”) on Form F-3 on November 30, 2015. Each
offering was made only by means of a prospectus supplement and
accompanying base prospectus, together with the information
incorporated by reference therein. You may get these documents for
free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, Teva, any underwriter or any dealer that
participated in the applicable offering will arrange to send you
the prospectus and related prospectus supplement(s) if you request
it by contacting Barclays Capital Inc., c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 at 1 (888)
603-5847 and barclaysprospectus@broadridge.com; Citigroup Global
Markets Inc., c/o Broadridge Financial Solutions, Attn: Prospectus
Department, 1155 Long Island Avenue, Edgewood, NY 11717 at 1 (800)
831-9146; Merrill Lynch, Pierce Fenner & Smith Incorporated,
Attn: Prospectus Department, 222 Broadway, New York, NY 10038, at
dg.prospectus_requests@baml.com; or Morgan Stanley & Co. LLC,
Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New
York, NY 10014.
This press release is for informational purposes only and does
not constitute an offer to sell or the solicitation of an offer to
buy any security of Teva, nor will there be any sale of any such
security in any jurisdiction in which such offer, sale or
solicitation would be unlawful. The offerings may be made only by
means of the applicable prospectus supplement and accompanying base
prospectus. In particular, the offer and sale of the Mandatory
Convertible Preferred Shares can only be conducted outside of
Israel.
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 express
the current beliefs and expectations of management 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 specialty
products, especially Copaxone® (including competition from
orally-administered alternatives, as well as from generic
equivalents such as the recently launched Sandoz product) and our
ability to continue to migrate users to our 40 mg/mL version and
maintain patients on that version; our ability to identify and
successfully bid for suitable acquisition targets or licensing
opportunities, or to consummate and integrate acquisitions (such as
our pending Actavis Generics and Rimsa acquisitions); 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; the extent to which any
manufacturing or quality control problems damage our reputation for
high quality production and require costly remediation; increased
government scrutiny in both the U.S. and Europe of our patent
settlement agreements, 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, corruption 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 security data; 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 new
generic products; potential liability in the U.S., Europe and other
foreign 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 retain key personnel, or to attract additional executive
and managerial talent; any failures to comply with the complex
Medicare and Medicaid reporting and payment obligations;
significant impairments charges relating to intangible assets
goodwill and property, plant and equipment; the effects of the
increase of 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 a change in our business; variations in patent laws that may
adversely affect our ability to manufacture 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 SEC.
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160102005007/en/
Teva Pharmaceutical Industries Ltd.IR:United StatesKevin C.
Mannix, 215-591-8912Ran 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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