Reiterates Commitment to Consummating the Combination of Teva and
Mylan
JERUSALEM--(BUSINESS WIRE)--Apr. 22, 2015--
Teva Pharmaceutical Industries Ltd. (NYSE:TEVA) (TASE:TEVA) today
announced that it has filed for premerger notification under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) with the U.S.
Department of Justice Antitrust Division and the Federal Trade
Commission regarding its proposed acquisition of Mylan N.V. (NASDAQ:
MYL). As announced on April 21, 2015, Teva proposed to acquire Mylan for
$82.00 per Mylan share, with the consideration to be comprised of
approximately 50 percent cash and 50 percent stock. Teva’s proposal for
Mylan implies a total equity value of approximately $43 billion and an
enterprise value of approximately $50 billion.
The Teva Board and management team are committed to consummating a
transaction as soon as possible. The acquisition proposal would provide
Teva stockholders with very attractive strategic and financial benefits
and Mylan stockholders with a substantial premium and immediate value
for their shares, as well as the opportunity to participate in the
significant upside potential of the combined company – one that would
transform the global generics space and leverage it to hold a unique
leadership position in the pharmaceutical industry.
Teva has carefully studied the regulatory aspects of a combination of
Teva and Mylan, in conjunction with its advisors. Teva is confident that
it would be able to structure a transaction that would not contain
material impediments to closing and that it can determine and promptly
implement divestitures, as necessary, to gain regulatory clearances.
Teva intends to work cooperatively with antitrust authorities and
expects that the proposed transaction can be completed by year-end 2015.
Teva’s proposal provides Mylan stockholders with a more attractive
alternative to Mylan’s proposed acquisition of Perrigo Company plc (NYSE
and TASE: PRGO), as announced on April 8, 2015, as well as to Mylan on a
standalone basis. Teva’s proposal would provide Mylan stockholders with
consideration representing a 37.7% premium to the stock price of Mylan
on April 7, 2015, which is the last day of trading prior to Mylan’s
press release regarding its unsolicited proposal for Perrigo, and a
48.3% premium to the unaffected stock price of Mylan on March 10, 2015,
which is the last day of trading prior to widespread speculation of a
transaction between Teva and Mylan.
Barclays and Greenhill & Co. are serving as financial advisors to Teva.
Kirkland & Ellis LLP and Tulchinsky Stern Marciano Cohen Levitski & Co
are serving as legal counsel to Teva, with De Brauw Blackstone Westbroek
N.V. and Loyens & Loeff N.V. acting as legal advisors in the Netherlands.
About Teva
Teva Pharmaceutical Industries Ltd. (NYSE:TEVA) (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.
Source: Teva Pharmaceutical Industries Ltd.
Investor Relations
Teva
United States
Kevin C. Mannix, 215-591-8912
Ran Meir,
215-591-3033
or
D.F. King & Co., Inc.
Jordan Kovler,
212-493-6990
or
Teva Israel
Tomer Amitai, 972 (3)
926-7656
or
Media
Teva
United States
Denise Bradley, 215-591-8974
or
United
States
Joele Frank, Wilkinson Brimmer Katcher
Joele Frank
/ Tim Lynch / Meaghan Repko / Alyssa Cass
212-355-4449
or
Teva
Israel
Iris Beck Codner, 972 (3) 926-7687
or
The
Netherlands
Citigate First Financial
Uneke Dekkers / Petra
Jager / Suzanne Bakker
+ 31 20 575 40 10