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April 28, 2006 1:39 p.m.
Teva Recommends Rejection of "Mini-Tender" Offer from TRC Capital

Jerusalem, Israel, April 28, 2006 - Teva Pharmaceutical Industries Ltd. (Nasdaq: TEVA) announced today that it has been notified of an unsolicited so-called "mini-tender" offer by TRC Capital Corporation to purchase up to 2.5 million Teva ordinary shares in the form of American Depositary Shares ("ADSs"), representing less than 0.4% of Teva's outstanding shares. TRC Capital's offer price of $37.80 per share represents a 3.8% discount to the $39.31 per share closing price on Nasdaq of the ADSs on April 19, 2006, the day prior to the date of the offer, and is more than 7.6% below yesterday's $40.92 per share Nasdaq closing price.
Teva recommends against shareholders tendering their shares in response to this unsolicited mini-tender offer, which is subject to financing and other conditions. Teva is not associated in any way with TRC Capital and has had no involvement in its mini-tender offer or the related offer documentation.
Teva understands that TRC Capital in the past has made similar unsolicited mini-tender offers involving the stock of a number of other companies. These offers seek to acquire less than 5% of a company's outstanding shares and thereby avoid many procedural and disclosure requirements of the U.S. Securities and Exchange Commission ("SEC") because they are below the SEC's threshold to provide such disclosure and procedural protections for investors.
The SEC has issued an investor alert regarding these mini-tender offers, noting that in making the offers at below-market prices bidders are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's advisory may be found on the SEC web site, at
Teva shareholders who already have tendered their shares are advised that they may withdraw their shares by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer currently scheduled for 12:01 a.m., New York City time on Friday, May 19, 2006.
Teva urges investors to obtain current market quotations for their shares, to consult their financial advisor and to exercise caution with respect to TRC Capital's offer.
Teva draws the attention of broker-dealers and other market participants in the dissemination of the offer to the SEC's recommendations to broker-dealers in these circumstances, which can be found on the SEC's website at Teva requests that a copy of this press release be included with all distributions of materials relating to TRC Capital's mini-tender offer.

Teva Pharmaceutical Industries Ltd., headquartered in Israel, is among the top 20 pharmaceutical companies in the world and is the leading generic pharmaceutical company. The company develops, manufactures and markets generic and innovative human pharmaceuticals and active pharmaceutical ingredients, as well as animal health pharmaceutical products. 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 management's current beliefs and 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 risks relating to Teva's ability to rapidly integrate Ivax Corporation's operations and achieve expected synergies, 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 or license their own generic products under generic trade dress and at generic prices (so called "authorized generics") or seek to delay the introduction of generic products, regulatory changes that may prevent Teva from exploiting exclusivity periods, potential liability for sales of generic products prior to a final court decision, including that relating to the generic versions of Allegra®, Neurontin®, Oxycontin® and Zithromax®, the effects of competition on Copaxone® sales, 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, European Medicines Association and other regulatory authority approvals, the regulatory environment and changes in the health policies and structure of various countries, Teva's ability to successfully identify, consummate and integrate acquisitions, exposure to product liability claims, dependence on patent and other protections for innovative products, significant operations outside the United States that may be adversely affected by terrorism or major hostilities, 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. 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.