Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA)
announced today that it successfully priced a debt offering by its
special purpose finance subsidiary Teva Pharmaceutical Finance
Netherlands II B.V., consisting of the following tranches:
- €1.75 billion of 0.375% fixed rate senior notes maturing in
2020;
- €1.50 billion of 1.125% fixed rate senior notes maturing in
2024; and
- €0.75 billion of 1.625% fixed rate senior notes maturing in
2028.
The notes will be sold at a price of 99.644%, 99.231% and
98.898% of the principal amount thereof, respectively, and will be
guaranteed by Teva Pharmaceutical Industries Limited. These notes
are in addition to the multi-tranche $15 billion aggregate
principal amount of USD-denominated senior notes that priced
earlier this week. An additional senior, unsecured benchmark-sized
offering of CHF-denominated multi-tranche debt securities is
contemplated, subject to market conditions.
“The success of our European bond offering capitalized on the
strong demand for our $15 billion U.S. debt offering earlier this
week. The creation of one of the largest order books in the history
of the European debt capital markets, exceeding the offering size
many times, together with the exceptionally low rates, is a
testament to Teva’s financial strength and credibility with
investors worldwide,” said Eyal Desheh, Teva’s Chief Financial
Officer.
The net proceeds from this Eurobond offering will be
approximately €3.96 billion, after underwriting discounts and
estimated offering expenses. Teva intends to use the net proceeds
from this offering (and the USD and contemplated CHF offerings)
towards the cash portion of the purchase price for its previously
announced acquisition of Allergan plc’s worldwide generic
pharmaceuticals business (“Actavis Generics”), to pay related fees
and expenses, and/or otherwise for general corporate purposes.
Closing of the Eurobond offering is expected on July 25, 2016.
The offering is being made outside the United States to non-U.S.
persons in reliance on Regulation S under the U.S. Securities Act
of 1933, as amended (the “Securities Act”).
About Teva
Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) is a
leading global pharmaceutical company that delivers high-quality,
patient-centric healthcare solutions used by 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 2015 amounted to $19.7
billion. For more information, visit www.tevapharm.com.
Disclaimers
This communication is not an offer for sale of any securities of
Teva Pharmaceutical Industries Limited or Teva Pharmaceutical
Finance Netherlands II B.V. in the United States or to, or for the
benefit or account of, U.S. persons (as defined in Regulation S
under the Securities Act) or in any other jurisdiction in which
such offering would be unlawful. The securities have not been and
will not be registered under the Securities Act, and may not be
offered or sold in the United States or to, or for the benefit or
account of, U.S. persons except in a transaction not subject to, or
pursuant to an exemption from, the registration requirements under
the Securities Act.
In member states of the European Economic Area, the securities
are being offered only to qualified investors within the meaning of
Directive 2011/71/EC, as amended, in accordance with the respective
regulations of each member state in which the securities are being
offered.
This communication is only being distributed to and is only
directed at (i) persons who are outside the United Kingdom or (ii)
(a) to investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the “Order”) or (b) high net worth entities, and other
persons to whom it may lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as “relevant persons”). Subject to the foregoing
paragraph, the securities described herein are only available to,
and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such securities will be engaged in only with,
relevant persons. Any person who is not a relevant person should
not act or rely on this communication or any of its contents.
This document is an advertisement for purposes of applicable
measures implementing Directive 2003/71/EC and amendments thereto
(the “Prospectus Directive”) and is not a prospectus for the
purposes of the Prospectus Directive.
In connection with the issue of the notes, one or more of the
managers (or persons acting on behalf of any of the managers) may
over-allot notes or effect transactions with a view to supporting
the market prices of the notes at a level higher than that which
might otherwise prevail. However, there is no assurance that such
managers (or persons acting on behalf of any such manager) will
undertake stabilization action. Such stabilizing, if commenced, may
be discontinued at any time and, if begun, must be brought to an
end after a limited period. Any stabilization action or
overallotment must be conducted by the relevant manager (or persons
acting on behalf of such manager) in accordance with all applicable
laws and rules.
Teva’s Safe Harbor Statement under the U.S. Private
Securities Litigation Reform Act of 1995:
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 specialty
products, especially Copaxone® (which faces competition from
orally-administered alternatives and a generic version); our
ability to consummate the acquisition of Allergan plc’s worldwide
generic pharmaceuticals business (“Actavis Generics”) and to
realize the anticipated benefits of such acquisition (and the
timing of realizing such benefits); the fact that following the
consummation of the Actavis Generics acquisition, we will be
dependent to a much larger extent than previously on our generic
pharmaceutical business; potential restrictions on our ability to
engage in additional transactions or incur additional indebtedness
as a result of the substantial amount of debt we will incur to
finance the Actavis Generics acquisition; the fact that for a
period of time following the consummation of the Actavis Generics
acquisition, we will have significantly less cash on hand than
previously, which could adversely affect our ability to grow; 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 investments in our pipeline of specialty and other
products; 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; competition for our generic
products, both from other pharmaceutical companies and as a result
of increased governmental pricing pressures; 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
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, 2015 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 statements or other information, 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/20160720006386/en/
Teva Pharmaceutical Industries Ltd.IR Contacts:Kevin C. Mannix,
United States, (215) 591-8912Ran Meir, United States, (215)
591-3033Tomer Amitai, Israel, 972 (3) 926-7656orPR Contacts:Iris
Beck Codner, Israel, 972 (3) 926-7687Denise Bradley, United States,
(215) 591-8974
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