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January 22, 2004 4:58 p.m.
Teva Announces Pricing Of $1 Billion Convertible Debenture Offering
Jerusalem, Israel, January 22, 2004 - Teva Pharmaceutical Industries Limited (Nasdaq: TEVA) announced today that Teva Pharmaceutical Finance II, LLC ("Teva Finance"), a special purpose finance subsidiary, priced its offering of $400 million in aggregate principal amount of 0.50% Series A Convertible Senior Debentures due 2024 and $600 million in aggregate principal amount of 0.25% Series B Convertible Senior Debentures due 2024, in each case, guaranteed by Teva. The debentures are convertible into American Depositary Receipts of Teva at the conversion price of U.S. $75.80 per ADR, a premium of 29% over the closing price of the ADRs on Nasdaq on January 21, 2004, in the case of the Series A debentures and at the conversion price of U.S. $70.51 per ADR, a premium of 20%, in the case of the Series B debentures.

Teva expects to use the net proceeds from the offering to refinance short-term bank borrowings incurred to pay a portion of the purchase price for the acquisition of Sicor Inc., which closed earlier today.

Teva Finance will have the right to redeem the debentures in whole or in part at any time on or after August 1, 2008 in the case of the Series A debentures and on or after February 1, 2010 in the case of the Series B debentures, at their principal amount plus accrued and unpaid interest.

Debenture holders will have a series of put options, pursuant to which they may require Teva Finance to repurchase all or a portion of the debentures (1) in the case of the Series A debentures, on August 1, 2008, (2) in the case of the Series B debentures, on February 1, 2010, and (3) in the case of all debentures, on each of February 1, 2014 and February 1, 2019, and/or upon the occurrence of specified company events. The right to convert the debentures will be contingent on either the performance of the securities or specified company events.

Teva Finance has also granted to the underwriters options to purchase an additional $150 million aggregate principal amount of the debentures solely to cover over-allotments.

Assuming full conversion of the debentures (excluding the options granted to the underwriters), the total number of outstanding shares on a fully diluted basis, and after taking into account the Sicor acquisition, would increase by approximately 4%.

The offering is being made by a group of underwriters led by Lehman Brothers Inc., Credit Suisse First Boston LLC, and Citigroup Global Markets Inc. Lehman Brothers is the sole book-running manager. Teva currently expects that the offering will be completed on January 27, 2004.

A registration statement relating to the debentures has been declared effective by the Securities and Exchange Commission. Offers and sales of the debentures may be made only by the related prospectus and prospectus supplement, which may be obtained from Lehman Brothers, 745 Seventh Avenue, New York, NY 10013.

This announcement shall not constitute an offer to sell nor the solicitation of an offer to buy nor shall there be any sale of the above described securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state.

Teva Pharmaceutical Industries Ltd., headquartered in Israel, is among the top 30 pharmaceutical companies and among the largest generic pharmaceutical companies in the world. The company develops, manufactures and markets generic and innovative human pharmaceuticals and active pharmaceutical ingredients. Close to 90% of Teva's sales are in North America and Europe.




Safe Harbor Statement under the U. S. Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements, which express the current beliefs and expectations of management. Such statements are based on current expectations and involve a number of known and unknown risks and uncertainties that could cause Teva's 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 Teva's ability to successfully develop and commercialize additional pharmaceutical products, the introduction of competitive generic products, the impact of competition from brand-name companies that sell their own generic products or successfully extend the exclusivity period of their branded products, Teva's ability to rapidly integrate the operations of acquired businesses, the availability of product liability coverage in the current insurance market, the impact of pharmaceutical industry regulation and pending legislation that could affect the pharmaceutical industry, the difficulty of predicting U.S. Food and Drug Administration ("FDA") and other regulatory authority approvals, the regulatory environment and changes in the health policies and structure of various countries, acceptance and demand for new pharmaceutical products and new therapies, uncertainties regarding market acceptance of innovative products newly launched, currently being sold or in development, the impact of restructuring of clients, reliance on strategic alliances, exposure to product liability claims, dependence on patent and other protections for innovative products, fluctuations in currency, exchange and interest rates, operating results and other factors that are discussed in Teva's Annual Report on Form 20-F and its other filings with the U.S. Securities and Exchange Commission ("SEC"). Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Company Contacts:

Dan Suesskind
Chief Financial Officer
Teva Pharmaceutical Industries Ltd.
(011) 972-2-589-2840

Bill Fletcher
President and CEO
Teva North America
(215) 591-8800

Dorit Meltzer
Director, Investor Relations
Teva Pharmaceutical Industries Ltd.
(011) 972-3-926-7554