Proceeds to Repay Existing Debt
Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA)
(“Teva”) announced today that it successfully upsized its
offering and priced approximately $2,490,000,000 (equivalent) of
its sustainability-linked senior notes (the “Notes”). The
principal amount of the offering was increased from the previously
announced offering size of $2,060,000,000 (equivalent) and the
maximum tender amount of Teva’s previously announced debt tender
offer was increased from $2,250,000,000 to $2,500,000,000. Teva
expects to use the net proceeds from the offerings (i) to fund the
announced tender offers to purchase, for cash, its 7.125% Senior
Notes due 2025, 6.000% Senior Notes due 2025, 4.500% Senior Notes
due 2025, 2.800% Senior Notes due 2023, 6.000% Senior Notes due
2024 and 3.150% Senior Notes due 2026 for a maximum combined
aggregate purchase price (exclusive of accrued and unpaid interest)
of up to $2,500,000,000 (as it may be amended prior to expiration
thereof), (ii) to pay fees and expenses in connection therewith and
(iii) to the extent of any remaining proceeds, the repayment of
outstanding debt upon maturity, tender offer or earlier redemption.
Net proceeds may be temporarily invested pending application for
their stated purpose.
This is Teva’s second offering of Sustainability-Linked Senior
Notes. The transaction demonstrates Teva’s continued strong
commitment to sustainable finance and is tied to targets that
include improving access to Teva’s portfolio of medicines in low-
and middle-income countries (LMICs) and reducing Teva’s absolute
greenhouse gas (GHG) emissions.
The Notes consist of (i) Teva Pharmaceutical Finance Netherlands
II B.V.'s (“Teva Finance II”) €800,000,000 aggregate
principal amount of 7.375% EUR-denominated Sustainability-Linked
Senior Notes maturing in 2029, (ii) Teva Finance II’s €500,000,000
aggregate principal amount of 7.875% EUR-denominated
Sustainability-Linked Senior Notes maturing in 2031, (iii) Teva
Pharmaceutical Finance Netherlands III B.V.'s (“Teva Finance
III” and, together with Teva Finance II, the “Issuers”)
$600,000,000 aggregate principal amount of 7.875% USD-denominated
Sustainability-Linked Senior Notes maturing in 2029 and (iv) Teva
Finance III’s $500,000,000 aggregate principal amount of 8.125%
USD-denominated Sustainability-Linked Senior Notes maturing in
2031.
The settlement of the Notes is expected to occur on or about
March 9, 2023, subject to customary closing conditions.
The Notes will be unsecured senior obligations of the Issuers
and will be unconditionally guaranteed on a senior unsecured basis
by Teva. The offering and sale of the Notes were made pursuant to
our effective automatic shelf registration statement on Form S-3,
including our base prospectus, filed with the Securities and
Exchange Commission (the “SEC”) on October 27, 2021. The
offering of these Notes was made only by means of a prospectus
supplement and accompanying base prospectus, which have been filed
with the SEC. Before you invest, you should read the prospectus
supplement and accompanying prospectus along with other documents
that Teva has filed with the SEC for more complete information
about Teva and this offering. These documents are available at no
charge by visiting EDGAR on the SEC website at http://www.sec.gov.
Alternatively, a copy of the prospectus supplement and accompanying
base prospectus related to this offering may be obtained, when
available, by contacting Citigroup Global Markets Europe AG, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
New York 11717, United States (Tel: +1 (800) 831-9146, e-mail:
prospectus@citi.com); Citigroup Global Markets Inc., c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, New York
11717, United States (Tel: +1 (800) 831-9146, e-mail:
prospectus@citi.com); Goldman Sachs Bank Europe SE, Marienturm,
Taunusanlage 9-10, 60329 Frankfurt am Main, Germany, Attention:
High Yield Syndicate Desk (Tel: +49 69 7532 1000, Fax: +44 (0)207
774 2330); Mizuho Securities Europe GMBH, Taunustor 1, 60310
Frankfurt am Main, Germany, Attention: Primary Debt (Tel: +49 69
42729 3140, email: PrimaryDebt@eu.mizuho-sc.com); Mizuho Securities
USA LLC, 1271 Avenue of the Americas, New York, NY 10020, United
States, Attention: Debt Capital Markets (Fax: +1 (212) 205-7812);
MUFG Securities (Europe) N.V., World Trade Center, Tower H, 11th
Floor, Zuidplein 98, 1077 XV Amsterdam, The Netherlands, Attention:
Legal-Primary Markets (email: Legal-primarymarkets@int.sc.mufg.jp);
MUFG Securities Americas Inc., 1221 Avenue of the Americas, New
York, NY 10020-1001, United States, Attention: Capital Markets
Group (Phone: +1 877 649 6848); or PNC Capital Markets LLC, 10th
Floor, 300 Fifth Avenue, Pittsburgh, PA 15222, Unites States,
Attention: Securities Settlement, toll-free 855-881-0697 or by
email: pnccmprospectus@pnc.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
About Teva
Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) has
been developing and producing medicines to improve people’s lives
for more than a century. We are a global leader in generic and
innovative medicines with a portfolio consisting of over 3,500
products in nearly every therapeutic area. Around 200 million
people around the world take a Teva medicine every day, and are
served by one of the largest and most complex supply chains in the
pharmaceutical industry. Along with our established presence in
generics, we have significant innovative medicines research and
operations supporting our growing portfolio of innovative medicines
and biopharmaceutical products.
Cautionary Note Regarding Forward-Looking Statements
This press release 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 are subject to substantial risks and
uncertainties, both known and unknown, that could cause our future
results, performance or achievements to differ significantly from
that expressed or implied by such forward-looking statements.
Important factors that could cause or contribute to such
differences include risks relating to: completion of the offering
of senior notes and tender offer for certain outstanding notes; our
substantial indebtedness, which may limit our ability to incur
additional indebtedness, engage in additional transactions or make
new investments, and may result in a further downgrade of our
credit ratings; our inability to raise debt or borrow funds in
amounts or on terms that are favorable to us; and other factors
discussed in our Annual Report on Form 10-K for the year ended
December 31, 2022, including the sections thereof captioned “Risk
Factors” and “Forward Looking Statements” and other filings with
the SEC, which are available at www.sec.gov. 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 contained herein, whether as a
result of new information, future events or otherwise. You are
cautioned not to put undue reliance on these forward-looking
statements. No assurance can be given that the transactions
described herein will be consummated or as to the ultimate terms of
any such transactions.
It may be unlawful to distribute this press release in certain
jurisdictions. This press release is not for distribution in
Canada, Japan or Australia. The information in this press release
does not constitute an offer of securities for sale in Canada,
Japan or Australia.
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area
(“EEA”). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
“MiFID II”); or (ii) a customer within the meaning of
Directive 2016/97/EU (as amended, the “Insurance Distribution
Directive”), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in Article 2
of Regulation (EU) 2017/1129. Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the
“PRIIPs Regulation”) for offering or selling the Notes or
otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
Promotion of the Notes in the United Kingdom is restricted by
the Financial Services and Markets Act 2000 (the “FSMA”),
and accordingly, the Notes are not being promoted to the general
public in the United Kingdom. This announcement is for distribution
only to, and is only directed at, persons who (i) persons who are
outside the United Kingdom or (ii) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”), (iii) high
net worth entities, and other persons to whom they may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order
or (iv) persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the FSMA)
in connection with the issue or sale of any notes may otherwise
lawfully be communicated or caused to be communicated (all such
persons together being referred to as “relevant persons”).
The Notes will only be available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such Notes
will be engaged in only with, relevant persons. This announcement
is directed only at relevant persons and must not be acted on or
relied on by anyone who is not a relevant person.
The notes have not, may not and will not be offered, sold or
delivered in the Netherlands, other than to qualified investors (as
defined in Regulation (EU) 2017/1129).
The Notes have not, may not and will not be offered, sold or
delivered in Israel, other than to persons who qualify as one of
the types of investors listed in the First Addendum to the Israeli
Securities Law, subject to and in accordance with the requirements
set forth in the First Addendum to the Israeli Securities Law.
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IR Contacts: Ran Meir United States (267) 468-4475
Yael Ashman Israel 972 (3) 914-8262 PR Contacts: Kelley
Dougherty United States (973) 832-2810 Eden Klein Israel
972 (3) 906-2645
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