Teva Pharmaceutical Industries Ltd. (NYSE: TEVA) announced today
the early tender results in connection with its previously
announced tender offers (the “Offers”) to purchase for cash
for a combined aggregate purchase price (exclusive of accrued and
unpaid interest) of up to $400 million (the “Maximum
Amount”) a portion of the following series of notes issued by
finance subsidiaries of Teva and guaranteed by Teva:
- 1.700% Senior Notes due 2019, CUSIP
88167A AB7 / ISIN US88167AAB70, issued by Teva Pharmaceutical
Finance Netherlands III B.V. (the “Priority 1 Notes”);
- 0.375% Senior Notes due 2020, ISIN
XS1439749109, issued by Teva Pharmaceutical Finance Netherlands II
B.V. (the “Priority 2 Notes”), and
- 2.250% Senior Notes due 2020, CUSIP
88166H AD9 / ISIN US88166HAD98, issued by Teva Pharmaceutical
Finance IV, LLC (the “Priority 3 Notes” and together with
the Priority 1 Notes and Priority 2 Notes, the
“Notes”).
Teva is engaging in the Offers to reduce its total debt and
decrease its overall interest expense. Teva expects to fund the
Offers with available cash on hand.
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of Notes that were validly tendered and not validly withdrawn at or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 September 17, 2018 (the
“Early Tender Time”) are specified in the table below.
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 $50 per $1,000 or €50 per
€1,000, as applicable, principal amount of the Notes accepted for
purchase (the “Early Tender Premium”).
Title ofNotes Issuer
CUSIP / ISINNumber
PrincipalAmountOutstanding
Principal AmountTendered
Tender Cap(principal
amount)
AcceptancePriority Level
TotalConsideration (1)(2)
1.700% SeniorNotes due2019
Teva PharmaceuticalFinance Netherlands
IIIB.V.
88167A AB7 /US88167AAB70
$2,000,000,000 $604,887,000 $300,000,000 1 $987.50
0.375% SeniorNotes due2020
Teva PharmaceuticalFinance Netherlands
IIB.V.
XS1439749109
€1,750,000,000 €369,534,000 €100,000,000 2 €987.50
2.250% SeniorNotes due2020
Teva PharmaceuticalFinance IV, LLC
88166H AD9 /US88166HAD98
$700,000,000 $116,546,000 $50,000,000 3 $977.50
(1) Excludes accrued and unpaid
interest, which also will be paid.(2) Includes the Early Tender
Premium.
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 Thursday, September 20, 2018 (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, dated September 4,
2018 (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 50% and Priority 2 Notes will be subject to a
proration factor of approximately 21%. The Company will purchase
approximately $300 million aggregate principal amount of the
Priority 1 Notes and approximately €89.8 million aggregate
principal amount of the Priority 2 Notes. No Priority 3 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
October 1, 2018, 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. 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.
Mizuho Securities USA LLC and Morgan Stanley & Co. LLC are
acting as Dealer Managers for the Offer. The information and tender
agent (the “Information and Tender Agent”) for the Offers is
D.F. King. Copies of the Offer to Purchase are available by
contacting the Information and Tender Agent at (866) 796-3441
(toll-free), (212) 269-5550 (collect) or +44 20-7920-9700 (UK) or
by email at teva@dfkingltd.com. All documentation relating to the
offer, together with any updates, will be available via the offer
website: https://sites.dfkingltd.com/teva. Questions regarding the
Offers should be directed to Mizuho Securities USA LLC, Liability
Management Group, at (866) 271-7403 (toll-free), (212) 205-7736
(collect) or +44 20-7090-6673 (UK) and Morgan Stanley & Co.
LLC, Liability Management Group, at (800) 624-1808 (toll-free),
(212) 761-1057 (collect) or +44 20-7677-7799 (UK).
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
global leader in generic medicines, with innovative treatments in
select areas, including CNS, pain and respiratory. We deliver
high-quality generic products and medicines in nearly every
therapeutic area to address unmet patient needs. We have an
established presence in generics, specialty, OTC and API, building
on more than a century-old legacy, with a fully integrated R&D
function, strong operational base and global infrastructure and
scale. We strive to act in a socially and environmentally
responsible way. Headquartered in Israel, with production and
research facilities around the globe, we employ 45,000
professionals, committed to improving the lives of millions of
patients. Learn more at www.tevapharm.com.
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:
• our ability to successfully compete in the marketplace,
including: that we are substantially dependent on our generic
products; competition for our specialty products, especially
COPAXONE®, our leading medicine, which faces competition from
existing and potential additional generic versions and
orally-administered alternatives; competition from companies with
greater resources and capabilities; efforts of pharmaceutical
companies to limit the use of generics including through
legislation and regulations; consolidation of our customer base and
commercial alliances among our customers; the increase in the
number of competitors targeting generic opportunities and seeking
U.S. market exclusivity for generic versions of significant
products; price erosion relating to our products, both from
competing products and increased regulation; delays in launches of
new products and our ability to achieve expected results from
investments in our product pipeline; our ability to take advantage
of high-value opportunities; the difficulty and expense of
obtaining licenses to proprietary technologies; and the
effectiveness of our patents and other measures to protect our
intellectual property rights;
• our substantial indebtedness, which may limit our ability to
incur additional indebtedness, engage in additional transactions or
make new investments, may result in a further downgrade of our
credit ratings; and our inability to raise debt or borrow funds in
amounts or on terms that are favorable to us;
• our business and operations in general, including: failure to
effectively execute our restructuring plan announced in December,
2017; uncertainties related to, and failure to achieve, the
potential benefits and success of our new senior management team
and organizational structure; harm to our pipeline of future
products due to the ongoing review of our R&D programs; our
ability to develop and commercialize additional pharmaceutical
products; potential additional adverse consequences following our
resolution with the U.S. government of our Foreign Corrupt
Practices Act investigation; compliance with sanctions and other
trade control laws; manufacturing or quality control problems,
which may damage our reputation for quality production and require
costly remediation; interruptions in our supply chain; disruptions
of our or third party information technology systems or breaches of
our data security; the failure to recruit or retain key personnel;
variations in intellectual property laws that may adversely affect
our ability to manufacture our products; challenges associated with
conducting business globally, including adverse effects of
political or economic instability, major hostilities or terrorism;
significant sales to a limited number of customers in our U.S.
market; our ability to successfully bid for suitable acquisition
targets or licensing opportunities, or to consummate and integrate
acquisitions; and our prospects and opportunities for growth if we
sell assets;
• compliance, regulatory and litigation matters, including:
costs and delays resulting from the extensive governmental
regulation to which we are subject; the effects of reforms in
healthcare regulation and reductions in pharmaceutical pricing,
reimbursement and coverage; governmental investigations into sales
and marketing practices; potential liability for patent
infringement; product liability claims; increased government
scrutiny of our patent settlement agreements; failure to comply
with complex Medicare and Medicaid reporting and payment
obligations; and environmental risks;
• other financial and economic risks, including: our exposure to
currency fluctuations and restrictions as well as credit risks;
potential impairments of our intangible assets; potential
significant increases in tax liabilities; and 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;
and other factors discussed in our Annual Report on Form 10-K
for the year ended December 31, 2017, including the sections
thereof captioned "Risk Factors" and "Forward Looking Statements,"
and in our subsequent quarterly reports on Form 10-Q and other
filings with the Securities and Exchange Commission, which are
available at www.sec.gov and www.tevapharm.com. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20180918005345/en/
Teva Pharmaceutical Industries Ltd.IR ContactsKevin C.
Mannix, 215-591-8912orRan Meir, 972 (3) 926-7516orPR
ContactsUnited StatesElizabeth DeLuca,
267-468-4329orIsraelYonatan Beker, 972 (54) 888 5898
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