JERUSALEM--(BUSINESS WIRE)--Nov. 30, 2015--
Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) announced
today that it is commencing concurrent offerings totaling approximately
$6.75 billion, consisting of approximately $3.375 billion of its
American Depositary Shares (“ADSs”), each representing one Teva ordinary
share, and approximately $3.375 billion of its Mandatory Convertible
Preferred Shares. Final amounts of these securities will be determined
based on market and other conditions. Teva intends to use the net
proceeds from these offerings towards the cash portion of the purchase
price for its previously announced acquisition of Allergan plc’s
worldwide generic pharmaceuticals business (“Actavis Generics”), and to
pay related fees and expenses, for the pending acquisition of Rimsa or
otherwise for general corporate purposes.
These offerings are separate public offerings made by means of separate
prospectus supplements and are not contingent on each other, or upon the
consummation of the Actavis Generics or Rimsa acquisitions. If for any
reason the acquisitions do not close, Teva expects to use the net
proceeds from these offerings for general corporate purposes. Teva
intends to grant the underwriters in each offering the option to
purchase up to an additional 10% of the ADSs and up to an additional 10%
of the Mandatory Convertible Preferred Shares, in each case, solely to
cover overallotments, if any.
Barclays, BofA Merrill Lynch, Citigroup, Morgan Stanley, BNP Paribas,
Credit Suisse, HSBC, Mizuho Securities, RBC Capital Markets and SMBC
Nikko are acting as the joint book-running managers for the offerings.
The ADSs and Mandatory Convertible Preferred Shares are being offered
for sale pursuant to a prospectus and related prospectus supplements
that constitute a part of Teva’s shelf registration statement filed with
the Securities and Exchange Commission (the “SEC”) on Form F-3 on
November 30, 2015. Before making an investment, potential investors
should read the preliminary prospectus supplements and accompanying base
prospectus, together with the information incorporated by reference
therein, and the other documents that Teva has filed with the SEC for
more complete information about Teva and these offerings. You may get
these documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, Teva, any underwriter or any dealer participating in the
applicable offering will arrange to send you the prospectus and related
prospectus supplement(s) if you request it by contacting Barclays
Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717 at 1 (888) 603-5847 and barclaysprospectus@broadridge.com;
Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, Attn:
Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717 at 1
(800) 831-9146; Merrill Lynch, Pierce Fenner & Smith Incorporated, Attn:
Prospectus Department, 222 Broadway, New York, NY 10038, at dg.prospectus_requests@baml.com;
or Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick
Street, 2nd Floor, New York, NY 10014.
This press release is for informational purposes only and does not
constitute an offer to sell or the solicitation of an offer to buy any
security of Teva, nor will there be any sale of any such security in any
jurisdiction in which such offer, sale or solicitation would be
unlawful. The offerings may be made only by means of the applicable
prospectus supplement and accompanying base prospectus. In particular,
the offer and sale of the Mandatory Convertible Preferred Shares can
only be conducted outside of Israel.
About Teva
Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) is a leading
global pharmaceutical company that delivers high-quality,
patient-centric healthcare solutions to millions of patients every day.
Headquartered in Israel, Teva is the world’s largest generic medicines
producer, leveraging its portfolio of more than 1,000 molecules to
produce a wide range of generic products in nearly every therapeutic
area. In specialty medicines, Teva has a world-leading position in
innovative treatments for disorders of the central nervous system,
including pain, as well as a strong portfolio of respiratory products.
Teva integrates its generics and specialty capabilities in its global
research and development division to create new ways of addressing unmet
patient needs by combining drug development capabilities with devices,
services and technologies. Teva’s net revenues in 2014 amounted to $20.3
billion. For more information, visit www.tevapharm.com.
Cautionary Notice Regarding Forward-Looking Statements
This release contains forward-looking statements, which express the
current beliefs and expectations of management and involve a number of
known and unknown risks and uncertainties that could cause our 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: our ability to
develop and commercialize additional pharmaceutical products;
competition for our specialty products, especially Copaxone®
(including competition from orally-administered alternatives, as well as
from generic equivalents such as the recently launched Sandoz product)
and our ability to continue to migrate users to our 40 mg/mL version and
maintain patients on that version; our ability to identify and
successfully bid for suitable acquisition targets or licensing
opportunities, or to consummate and integrate acquisitions (such as our
pending Actavis Generics and Rimsa acquisitions); the possibility of
material fines, penalties and other sanctions and other adverse
consequences arising out of our ongoing FCPA investigations and related
matters; our ability to achieve expected results from the research and
development efforts invested in our pipeline of specialty and other
products; our ability to reduce operating expenses to the extent and
during the timeframe intended by our cost reduction program; the extent
to which any manufacturing or quality control problems damage our
reputation for high quality production and require costly remediation;
increased government scrutiny in both the U.S. and Europe of our patent
settlement agreements, confidentiality agreements and other measures to
protect the intellectual property rights of our specialty medicines; the
effects of reforms in healthcare regulation and pharmaceutical pricing,
reimbursement and coverage; governmental investigations into sales and
marketing practices, particularly for our specialty pharmaceutical
products; adverse effects of political or economic instability,
corruption or acts of terrorism on our significant worldwide operations;
interruptions in our supply chain or problems with internal or
third-party information technology systems that adversely affect our
complex manufacturing processes; significant disruptions of our
information technology systems or breaches of our security data;
competition for our generic products, both from other pharmaceutical
companies and as a result of increased governmental pricing pressures;
competition for our specialty pharmaceutical businesses from companies
with greater resources and capabilities; the impact of continuing
consolidation of our distributors and customers; decreased opportunities
to obtain U.S. market exclusivity for new generic products; potential
liability in the U.S., Europe and other foreign markets for sales of
generic products prior to a final resolution of outstanding patent
litigation; our potential exposure to product liability claims that are
not covered by insurance; any failure to retain key personnel, or to
attract additional executive and managerial talent; any failures to
comply with the complex Medicare and Medicaid reporting and payment
obligations; significant impairments charges relating to intangible
assets goodwill and property, plant and equipment; the effects of the
increase of leverage and our resulting reliance on access to the capital
markets; potentially significant increases in tax liabilities; the
effect on our overall effective tax rate of the termination or
expiration of governmental programs or tax benefits, or a change in our
business; variations in patent laws that may adversely affect our
ability to manufacture products in the most efficient manner;
environmental risks; and other factors that are discussed in our Annual
Report on Form 20-F for the year ended December 31, 2014 and in our
other filings with the SEC. 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 statement, whether as a result of new
information, future events or otherwise.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151130005517/en/
Source: Teva Pharmaceutical Industries Ltd.
Teva Pharmaceutical Industries Ltd.
IR:
United States
Kevin
C. Mannix, 215-591-8912
Ran Meir, 215-591-3033
or
Israel
Tomer
Amitai, 972 (3) 926-7656
or
PR:
Israel
Iris
Beck Codner, 972 (3) 926-7246
or
United States
Denise
Bradley, 215-591-8974