Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA)
announced today that it has commenced tender offers (the
“Offers”) to purchase for cash for a combined aggregate
purchase price (exclusive of accrued and unpaid interest but
inclusive of tender premium) of up to $1,500,000,000 (the
“Maximum Amount”) of the following series of notes issued by
finance subsidiaries of Teva and guaranteed by Teva:
- 2.200% Senior Notes due 2021, CUSIP 88167A AC5 / ISIN
US88167AAC53, issued by Teva Pharmaceutical Finance Netherlands III
B.V. (the “Priority 1 Notes”);
- 3.650% Senior Notes due 2021, CUSIP 88165F AF9 / ISIN
US88165FAF99, issued by Teva Pharmaceutical Finance Company B.V
(the “Priority 2 Notes”); and
- 3.650% Senior Notes due 2021, CUSIP 88166J AA1 / ISIN
US88166JAA16, issued by Teva Pharmaceutical Finance IV B.V. (the
“Priority 3 Notes”, and together with the Priority 1 Notes
and the Priority 2 Notes, the “Notes”).
Teva is engaging in the Offers to extend the maturity profile of
its debt. Teva expects to fund the Offers with the proceeds from
the Financing Transaction (as defined below).
The Offers are being made pursuant to and are subject to the
terms and conditions set forth in the Offer to Purchase, dated
November 8, 2019 (the “Offer to Purchase”), available via
the offer website: https://sites.dfkingltd.com/teva (the “Offer
Website”), including the completion by Teva Pharmaceutical
Finance Netherlands III B.V. and Teva Pharmaceutical Finance
Netherlands II B.V. of a private offering of debt securities that
commenced concurrently with the Offers, with gross proceeds
sufficient to fund the Total Consideration for Notes to be
purchased pursuant to the Offers, on terms and subject to
conditions reasonably satisfactory to Teva (the “Financing
Transaction”). Below is a summary of certain terms of the
Offers:
Dollars per $1,000 principal
amount
Title of Notes
Issuer
CUSIP / ISIN Number
Principal Amount
Outstanding
Tender Cap (principal
amount)
Acceptance Priority
Level
Authorized Denominations
(principal amount)
Tender Offer Consideration
(1)
Early Tender Premium
Total Consideration
(1)(2)
2.200% Senior Notes due 2021
Teva Pharmaceutical Finance
Netherlands III B.V.
88167AAC5/ US88167AAC53
$3,000,000,000
—
1
$2,000 and integral multiples of
$1,000 in excess thereof
$953.75
$30.00
$983.75
3.650% Senior Notes due 2021
Teva Pharmaceutical Finance
Company B.V
88165FAF9/ US88165FAF99
$612,829,000
—
2
$2,000 and integral multiples of
$1,000 in excess thereof
$965.00
$30.00
$995.00
3.650% Senior Notes due 2021
Teva Pharmaceutical Finance IV
B.V.
88166JAA1/ US88166JAA16
$587,610,000
$100,000,000
3
$2,000 and integral multiples of
$1,000 in excess thereof
$965.00
$30.00
$995.00
(1)
Excludes accrued and unpaid interest,
which will also be paid.
(2)
Includes the Early Tender Premium.
The Offers will expire at 11:59 p.m., Eastern Standard Time, on
Monday, December 9, 2019, unless extended or earlier terminated (as
it may be extended or earlier terminated, the “Expiration
Time”). Tenders of Notes may be withdrawn at any time at or
prior to 5:00 p.m., Eastern Standard Time, on Friday, November 22,
2019, but may not be withdrawn thereafter, except in certain
limited circumstances where additional withdrawal rights are
required by law. Holders of the Notes that are validly tendered and
not withdrawn at or prior to 5:00 p.m., Eastern Standard Time, on
Friday, November 22, 2019 (the “Early Tender Time”) and
accepted for purchase will receive the applicable “Total
Consideration,” which includes an early tender premium of $30
per $1,000 principal amount of the Notes accepted for purchase (the
“Early Tender Premium”). Holders of Notes who validly tender
their Notes following the Early Tender Time, but at or prior to the
Expiration Time, will receive the “Tender Offer
Consideration,” namely the applicable Total Consideration minus
the applicable Early Tender Premium.
Each Holder whose Notes are tendered and accepted for purchase
will receive accrued and unpaid interest on such Notes from, and
including, the last applicable interest payment date up to, but not
including, the applicable settlement date. Teva may, at Teva’s
option, elect for the payment of the Total Consideration plus
accrued and unpaid interest for Notes that are validly tendered and
not validly withdrawn at or prior to the Early Tender Time and
accepted for purchase to be made following the Early Tender Time
but before the Expiration Time (such date, the “Initial
Settlement Date”). Teva expects to have an Initial Settlement
Date, and assuming that the conditions to the Offers are satisfied
or waived, such Initial Settlement Date may be as early as three
business days after the Early Tender Time, or Wednesday, November
27, 2019. Payment of the Tender Offer Consideration plus accrued
and unpaid interest for Notes that are validly tendered following
the Early Tender Time and accepted for purchase, and, if Teva does
not elect to have an Initial Settlement Date, payment of the Total
Consideration plus accrued and unpaid interest for Notes that are
validly tendered and not validly withdrawn at or prior to the Early
Tender Time and accepted for purchase, will be made promptly
following the Expiration Time (such date, the “Final Settlement
Date” and, together with the Initial Settlement Date, each a
“Settlement Date”). Assuming that the conditions to the
Offers are satisfied or waived, Teva expects that the Final
Settlement Date will be Wednesday, December 11, 2019, the second
business day after the Expiration Time. No tenders submitted after
the Expiration Time will be valid.
The amounts of each series of Notes that are purchased will be
determined in accordance with the Acceptance Priority Levels
specified in the table above and on the cover page of the Offer to
Purchase (the “Acceptance Priority Level”), with 1 being the
highest Acceptance Priority Level and 3 being the lowest Acceptance
Priority Level, provided that we will only accept for purchase
Notes with an aggregate purchase price up to the Maximum Amount. In
addition, no more than $100,000,000 aggregate principal amount of
the Priority 3 Notes will be purchased in the Offers (such
aggregate principal amount, the “Tender Cap”).
Subject to the Maximum Amount, Tender Cap and the proration
arrangements applicable to the Offers, all Notes validly tendered
and not validly withdrawn at or before the Early Tender Time having
a higher Acceptance Priority Level will be accepted before any
Notes tendered at or before the Early Tender Time having a lower
Acceptance Priority Level are accepted in the Offers, and all Notes
validly tendered after the Early Tender Time having a higher
Acceptance Priority Level will be accepted before any Notes
tendered after the Early Tender Time having a lower Acceptance
Priority Level are accepted in the Offers. However, even if the
Offers are not fully subscribed as of the Early Tender Time,
subject to the Maximum Amount and the Tender Cap, Notes validly
tendered and not validly withdrawn at or before the Early Tender
Time will be accepted for purchase in priority to other Notes
tendered after the Early Tender Time even if such Notes tendered
after the Early Tender Time have a higher Acceptance Priority Level
than Notes tendered prior to the Early Tender Time.
Acceptances for tenders of Notes of a series may be subject to
proration if (a) the aggregate principal amount of the Notes of a
series validly tendered and not validly withdrawn is greater than
the Tender Cap, or (b) the aggregate purchase price (exclusive of
accrued and unpaid interest but inclusive of tender premium) for
any relevant series of Notes validly tendered and not validly
withdrawn would cause the Maximum Amount to be exceeded.
Furthermore, if the Offers are fully subscribed as of the Early
Tender Time, Holders who validly tender Notes following the Early
Tender Time will not have any of their Notes accepted for
purchase.
Teva’s obligation to accept for purchase and to pay for the
Notes validly tendered (and not validly withdrawn) pursuant to the
Offers is subject to the satisfaction or waiver of certain
conditions set out in the Offer to Purchase, including the
satisfaction or waiver of the Financing Transaction. Teva reserves
the right to (i) waive any and all conditions to an Offer with
respect to one or more series of Notes; (ii) extend or terminate an
Offer with respect to one or more series of Notes at any time;
(iii) increase or decrease the Maximum Amount; (iv) increase or
decrease the Tender Cap; or (v) otherwise amend an Offer with
respect to one or more series of Notes in any respect, in each
case, subject to applicable law and in accordance with the terms
set forth in the Offer to Purchase.
BNP Paribas Securities Corp., Citigroup Global Markets Limited
and Goldman Sachs & Co. LLC are acting as the 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 (800) 628-8532 (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 BNP Paribas Securities Corp., at (888)
210-4358 (toll-free) or +44 (0) 20 7595 8277, to Citigroup Global
Markets Limited, at +1 (212) 723 6106 (collect), +1 (800) 558 3745
(toll-free) or +44 20 7986 8969 (London) and to Goldman Sachs &
Co. LLC, at (212) 902-6351 (collect), (800) 828-3182 (toll-free) or
+44 20 7552 6157 (Europe).
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) has
been developing and producing medicines to improve people’s lives
for more than a century. We are a global leader in generic and
specialty 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 research and operations
supporting our growing portfolio of specialty 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, 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; and other factors discussed
in our Annual Report on Form 10-K for the year ended December 31,
2018, 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. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20191108005352/en/
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