JERUSALEM--(BUSINESS WIRE)--Jun. 19, 2015--
Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) today
announced that it has completed the purchase of 4.61 percent of all
outstanding shares of Mylan N.V. (NASDAQ: MYL), which will enable Teva
to commence proceedings before the Dutch Enterprise Chamber, should it
become necessary.
Teva has advised Stichting Preferred Shares Mylan that if the Mylan
Extraordinary General Meeting (“EGM”) on the Perrigo transaction is held
no later than August 31, 2015, Teva will limit its aggregate
shareholding in Mylan prior to the EGM to less than 5 percent of the
outstanding shares of Mylan.
Barclays and Greenhill & Co. are serving as financial advisors to Teva.
Sullivan & Cromwell LLP is serving as legal counsel to Teva, with De
Brauw Blackstone Westbroek N.V. acting as legal advisor in the
Netherlands.
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.
Safe Harbor Statement
This communication 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 involve a
number of assumptions, known and unknown risks and uncertainties that
change over time and could cause future results, performance or
achievements to differ materially from the results, performance or
achievements expressed or implied by such forward-looking statements.
These assumptions, known and unknown risks and uncertainties include,
but are not limited to, those discussed in our Annual Report on Form
20-F for the year ended December 31, 2014 and in our other filings with
the U.S. Securities and Exchange Commission (the “SEC”), and those
relating to Mylan’s business, as detailed from time to time in Mylan’s
filings with the SEC, which factors are incorporated herein by
reference. Forward-looking statements are generally identified by the
words “expects,” “anticipates,” “believes,” “intends,” “estimates,”
“will,” “would,” “could,” “should,” “may,” “plans” and similar
expressions. All statements, other than statements of historical fact,
are statements that could be deemed to be forward-looking statements,
including statements about the proposed acquisition of Mylan, the
financing of the proposed transaction, the expected future performance
(including expected results of operations and financial guidance), and
the combined company’s future financial condition, operating results,
strategy and plans. Important factors that could cause actual results,
performance or achievements to differ materially from the
forward-looking statements we make in this communication include, but
are not limited to: the ultimate outcome of any possible transaction
between Teva and Mylan, including the possibility that no transaction
between Teva and Mylan will be effected or that a transaction will be
pursued on different terms and conditions; the effects of the business
combination of Teva and Mylan, including the combined company’s future
financial condition, operating results, strategy and plans;
uncertainties as to the timing of the transaction; the possibility that
the expected benefits of the transaction and the integration of our
operations with Mylan’s operations (including any expected synergies)
will not be fully realized by us or may take longer to realize than
expected; adverse effects on the market price of Teva’s or Mylan’s
shares, including negative effects of this communication or the
consummation of the possible transaction; the ability to obtain
regulatory approvals on the terms proposed or expected and satisfy other
conditions to the offer, including any necessary stockholder approval,
in each case, on a timely basis; our and Mylan’s ability to comply with
all covenants in our or its current or future indentures and credit
facilities, any violation of which, if not cured in a timely manner,
could trigger a default of other obligations under cross default
provisions; our and Mylan’s exposure to currency fluctuations and
restrictions as well as credit risks; the effects of reforms in
healthcare regulation and pharmaceutical pricing and reimbursement;
uncertainties surrounding the legislative and regulatory pathways for
the registration and approval of biotechnology-based medicines; the
impact of competition from other market participants; adverse effects of
political or economic instability, corruption, major hostilities or acts
of terrorism on our or Mylan’s significant worldwide operations; other
risks, uncertainties and other factors detailed in our Annual Report on
Form 20-F for the year ended December 31, 2014 and in our other filings
with the SEC; and the risks and uncertainties and other factors detailed
in Mylan’s reports and documents filed with the SEC. All forward-looking
statements attributable to us or any person acting on our behalf are
expressly qualified in their entirety by this cautionary statement.
Readers are cautioned not to place undue reliance on any of these
forward-looking statements. 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.
ADDITIONAL INFORMATION
This communication is for informational purposes only and does not
constitute an offer to buy or solicitation of an offer to sell any
securities. This communication relates to a proposal which Teva has made
for a business combination transaction with Mylan. In furtherance of
this proposal and subject to future developments, Teva and Mylan may
file one or more proxy statements, registration statements or other
documents with the SEC. This communication is not a substitute for any
proxy statement, registration statement, prospectus or other document
Teva and/or Mylan have filed or may file with the SEC in connection with
the proposed transaction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the
U.S. Securities Act of 1933, as amended. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE PROXY STATEMENT(s), REGISTRATION STATEMENT,
PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY
IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive
proxy statement(s) (if and when available) will be mailed to
stockholders. Investors and security holders may obtain free copies of
this communication, any proxy statement, registration statement,
prospectus and other documents (in each case, if and when available)
filed with the SEC by Teva through the web site maintained by the SEC at http://www.sec.gov.
Information about certain individuals who may be deemed to be
participants in a solicitation of shareholders of Mylan in respect of
Mylan’s proposal for a business combination with Perrigo Company plc and
a description of their direct or indirect interests by security holdings
or otherwise can be found in the report on Form 6-K furnished by Teva
with the SEC on June 8, 2015.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150619005402/en/
Source: Teva Pharmaceutical Industries Ltd.
Investors
Teva Pharmaceutical
Industries Ltd.
United States
Kevin C. Mannix,
215-591-8912
Ran Meir, 215-591-3033
or
Israel
Tomer
Amitai, 972 (3) 926-7656
or
D.F. King & Co., Inc.
Jordan
Kovler / Tom Germinario
212-269-5550
or
Media
Teva
United States
Denise Bradley, 215-591-8974
or
Teva
Israel
Iris Beck Codner, 972 (3) 926-7687
or
United
States
Joele Frank, Wilkinson Brimmer Katcher
Joele Frank
/ Tim Lynch / Meaghan Repko
212-355-4449
or
The
Netherlands
Citigate First Financial
Uneke Dekkers / Petra
Jager / Suzanne Bakker
+ 31 20 575 40 10