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Acquisition Strongly Reinforces Teva's Strategy and Opens New
Possibilities in Generics and Specialty
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Added Capabilities, Assets and Talent Advance Teva’s Focus on Patient
Needs and Providing Affordable Generic Products to Patients at Every
Stage of Life Worldwide
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Teva Will Be a Top 10 Global Pharmaceutical Company, Serving
250,000,000 People Every Day
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Highly Synergistic Transaction Generating Double-Digit Accretion
During 2017 Through 2019 with 9.3% ROIC in 2019
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Strong Combined Company Free Cash Flow ($25 billion from deal close to
the end of 2019) will enable rapid deleveraging and continued capital
allocation to fuel future growth and generate shareholder value
JERUSALEM--(BUSINESS WIRE)--Jul. 27, 2016--
Teva Pharmaceutical Industries Ltd., (NYSE:TEVA)(TASE:TEVA) and Allergan
plc (NYSE:AGN) today announced that the U.S. Federal Trade Commission
(FTC) has accepted the proposed consent order in connection with the
pending acquisition of Allergan’s generics business (“Actavis Generics”)
by Teva Pharmaceutical Industries Ltd.
With the acceptance of the proposed consent order, Teva has satisfied
the regulatory approval requirements under the purchase agreement to
complete the acquisition of Actavis Generics.
“We are pleased to have received all of the requisite regulatory
approvals for our acquisition of Actavis Generics,” said Erez Vigodman,
President and CEO, Teva. “This acquisition is a transformative step for
Teva as we continue to claim a differentiated space in the global
pharmaceutical industry. The generics industry is one of the most
attractive industries in the world in terms of growth rates,
profitability, return to investors and contribution to healthcare
systems and societies around the world.”
Mr. Vigodman continued, “The new Teva will be ideally positioned to
realize the opportunities the global and U.S. generic markets offer.
Through our best-in-class R&D capabilities and product pipeline, the
world’s largest medicine cabinet and product portfolio, one of the most
competitive fully integrated operational networks in the industry,
extensive global commercial deployment and go-to-market platforms, we
will be able to achieve greater efficiencies for the benefit of
patients, healthcare systems and investors around the world. The
transaction strongly reinforces our strategy and yields very compelling
economics. As a result, it opens a new set of possibilities for us in
generics and specialty medicines.”
Once the transaction is completed, Teva will have approximately 338
product registrations pending FDA approval and will hold the leading
position in first-to-file opportunities with approximately 115 pending
ANDAs in the U.S. Additionally, Teva will have a commercial presence
across 80 markets, including a top-three leadership position in over 40
markets.
The transaction is expected to achieve $1.4 billion in operational and
tax synergies achievable by the end of 2019. It is significantly
accretive to non-GAAP EPS, with approximately 14% accretion in 2017 and
19% accretion in 2019, and is expected to generate 9.3% ROIC by the end
of 2019. The combined company is expected to generate more than $25
billion of free cash flow from deal close to the end of 2019, which will
allow for rapid deleveraging and give Teva the ability to pursue
acquisitions of attractive branded and pipeline assets as well as deals
that further expand the company’s footprint in key growth markets.
The transaction is expected to close next week.
About Teva
Teva Pharmaceutical Industries Ltd. (NYSE:TEVA)(TASE:TEVA) is a leading
global pharmaceutical company that delivers high-quality,
patient-centric healthcare solutions used by 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 2015 amounted to $19.7 billion. For more information, visit www.tevapharm.com.
Teva's Safe Harbor Statement under the U. S. Private Securities
Litigation Reform Act of 1995:
This release contains forward-looking statements, which are based on
management’s current beliefs and expectations 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® (which
faces competition from orally-administered alternatives and a generic
version); our ability to consummate the acquisition of Allergan plc’s
worldwide generic pharmaceuticals business (“Actavis Generics”) and to
realize the anticipated benefits of such acquisition (and the timing of
realizing such benefits); the fact that following the consummation of
the Actavis Generics acquisition, we will be dependent to a much larger
extent than previously on our generic pharmaceutical business; potential
restrictions on our ability to engage in additional transactions or
incur additional indebtedness as a result of the substantial amount of
debt we will incur to finance the Actavis Generics acquisition; the fact
that for a period of time following the consummation of the Actavis
Generics acquisition, we will have significantly less cash on hand than
previously, which could adversely affect our ability to grow; 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
investments in our pipeline of specialty and other products; our ability
to identify and successfully bid for suitable acquisition targets or
licensing opportunities, or to consummate and integrate acquisitions;
the extent to which any manufacturing or quality control problems damage
our reputation for quality production and require costly remediation;
increased government scrutiny in both the U.S. and Europe of our patent
settlement agreements; our exposure to currency fluctuations and
restrictions as well as credit risks; the effectiveness of our patents,
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; competition for our generic products, both
from other pharmaceutical companies and as a result of increased
governmental pricing pressures; governmental investigations into sales
and marketing practices, particularly for our specialty pharmaceutical
products; adverse effects of political or economic instability, major
hostilities 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 data security;
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 significant new generic products;
potential liability in the U.S., Europe and other 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 recruit or retain key
personnel, or to attract additional executive and managerial talent; any
failures to comply with complex Medicare and Medicaid reporting and
payment obligations; significant impairment charges relating to
intangible assets, goodwill and property, plant and equipment; the
effects of increased 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
of a change in our business; variations in patent laws that may
adversely affect our ability to manufacture our 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, 2015 and in our other filings with the U.S. Securities and Exchange
Commission (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 statements or other information, whether as a
result of new information, future events or otherwise.
Non-GAAP Financial Measures
The estimates contained in this release are non-GAAP financial measures
(as defined by SEC rules), which may exclude, among other items, the
amortization of purchased intangible assets, costs related to certain
regulatory actions, inventory step-up, legal settlements and reserves,
impairments and related tax effects. Such non-GAAP measures used by
Teva's management and board of directors to evaluate the operational
performance of the company, to compare against the company's work plans
and budgets, and ultimately to evaluate the performance of management.
Teva provides such non-GAAP measures to investors as supplemental data
and not in substitution or replacement for the corresponding GAAP
measure, because management believes such data provides useful
information to investors. A reconciliation of the forward-looking
non-GAAP estimates contained herein to the corresponding GAAP measures
is not being provided, due to the unreasonable efforts required to
prepare it.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160727006355/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) 926-7687
or
United States
Denise
Bradley, 215-591-8974