Company executes sale agreements for planned divestiture of global
women’s health business to generate total proceeds of $2.48
billion
Women’s health sales, alone, close to $2 billion net target of total
non-core asset divestiture
JERUSALEM--(BUSINESS WIRE)--Sep. 18, 2017--
Teva Pharmaceutical Industries Ltd., (NYSE and TASE: TEVA) today
announced it has entered into two agreements to sell the remaining
assets of its specialty global women’s health business for $1.38
billion. Proceeds from these sales, combined with proceeds from the
recently announced sale of PARAGARD® total $2.48 billion and
will be used by Teva to progress repayment of term loan debt.
Teva has entered into a definitive agreement under which CVC Capital
Partners Fund VI will acquire a portfolio of products within its global
women’s health business across contraception, fertility, menopause and
osteoporosis for $703 million in cash. The portfolio of products, which
is marketed and sold outside of the U.S., includes Ovaleap®,
Zoely®, Seasonique®, Colpotrophine®,
Actonel® and additional products. Combined annual net sales
of Ovaleap®, Zoely®, Seasonique®,
Colpotrophine®, Actonel® and additional products
within this portfolio for the full year 2016 were $258 million.
Teva has also entered into a definitive agreement under which Foundation
Consumer Healthcare will acquire Plan B One-Step® and Teva’s
value brands of emergency contraception, Take Action®, Aftera®,
and Next Choice One Dose® for $675 million in cash. Combined
annual net sales of Plan B One-Step®, Take Action®,
Aftera®, and Next Choice One Dose® for the full
year 2016 were $140 million.
“Today’s announcement, coupled with the recent announcement of the sale
of PARAGARD® for $1.1 billion, demonstrate Teva’s commitment
to delivering on our promise to generate net proceeds of at least $2
billion from the divestiture of non-core assets,” stated Dr. Yitzhak
Peterburg, Interim CEO. “With these initial divestitures we have
exceeded expectations, leveraging the tremendous value we have built
within Teva’s specialty business.”
Peterburg continued, “Teva is extremely pleased to enter into these
agreements with CVC Capital Partners and Foundation Consumer Healthcare,
which progress our ability to repay term loan debt while also providing
a clear path forward for these important products to continue to be
available to women throughout the world.”
Completion of the transactions is subject to customary conditions,
including antitrust clearance in the U.S. and EU respectively, together
with employee consultations. The transactions are expected to close
before the end of 2017. Until the transactions are completed, Teva will
continue to market the products in the normal course, providing full
support to manage the business and to meet the needs of customers and
patients.
With the divestiture of Teva’s global women’s health products and the
planned divestiture of the Oncology and Pain business in Europe, Teva is
reinforcing its strategic focus on CNS and Respiratory as its core
global therapeutic areas of focus within Global Specialty Medicines. In
these areas Teva maintains a strong pipeline and portfolio globally, and
will continue to invest in creating long term value.
Morgan Stanley acted as financial advisor to Teva, Ernst & Young served
as accounting advisor and Goodwin Procter is Teva’s legal counsel for
these transactions.
Rothschild & Co, Royal Bank of Canada, Jefferies LLC and Barclays acted
as financial advisors to CVC Capital Partners and Jones Day as CVC’s
legal advisors for the transaction.
Foundation Consumer Healthcare is owned by affiliates of Juggernaut
Capital Partners and Kelso & Company. Jefferies LLC, Sawaya Segalas &
Co., LLC and Barclays acted as financial advisors to Foundation Consumer
Healthcare and Robinson Bradshaw are Foundation Consumer Healthcare’s
legal counsel for the transaction. Skadden, Arps, Slate, Meagher & Flom
LLP acted as legal adviser to Kelso & Company.
About Teva
Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) is a leading
global pharmaceutical company that delivers high-quality,
patient-centric healthcare solutions used by approximately 200 million
patients in over 60 markets every day. Headquartered in Israel, Teva is
the world’s largest generic medicines producer, leveraging its portfolio
of more than 1,800 molecules to produce a wide range of generic products
in nearly every therapeutic area. In specialty medicines, Teva has the
world-leading innovative treatment for multiple sclerosis as well as
late-stage development programs for other disorders of the central
nervous system, including movement disorders, migraine, pain and
neurodegenerative conditions, as well as a broad portfolio of
respiratory products. Teva is leveraging its generics and specialty
capabilities in order to seek new ways of addressing unmet patient needs
by combining drug development with devices, services and technologies.
Teva's net revenues in 2016 were $21.9 billion. For more information,
visit www.tevapharm.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
regarding the disposition of the Company's U.S. emergency contraception
and international women’s health portfolios which are based on
management’s current beliefs and expectations and are subject to
substantial risks and uncertainties, both known and unknown, that could
cause our future results, performance or achievements to differ
significantly from that expressed or implied by such forward-looking
statements. Important factors that could cause or contribute to such
differences include risks relating to:
-
the potential that the expected benefits and opportunities related
to the disposition may not be realized or may take longer to realize
than expected;
-
risks related to the satisfaction of the conditions to closing the
disposition (including the failure to obtain necessary regulatory
approvals in the anticipated timeframe or at all), including the
possibility that the disposition does not close;
-
litigation in respect of either company or the disposition;
-
our ability to complete additional dispositions, including our
ability to identify purchasers and negotiate terms acceptable to us;
-
our substantially increased indebtedness and significantly
decreased cash on hand, which may limit our ability to incur
additional indebtedness, engage in additional transactions or make new
investments, and may result in a downgrade of our credit ratings;
-
our business and operations in general, including: uncertainties
relating to our recent senior management changes; our ability to
develop and commercialize additional pharmaceutical products;
manufacturing or quality control problems, which may damage our
reputation for quality production and require costly remediation;
interruptions in our supply chain; disruptions of our or third party
information technology systems or breaches of our data security; the
failure to recruit or retain key personnel, including those who joined
us as part of the Actavis Generics acquisition; the restructuring of
our manufacturing network, including potential related labor unrest;
the impact of continuing consolidation of our distributors and
customers; variations in patent laws that may adversely affect our
ability to manufacture our products; our ability to consummate
dispositions on terms acceptable to us; adverse effects of political
or economic instability, major hostilities or terrorism on our
significant worldwide operations; and our ability to successfully bid
for suitable acquisition targets or licensing opportunities, or to
consummate and integrate acquisitions;
-
compliance, regulatory and litigation matters, including: costs and
delays resulting from the extensive governmental regulation to which
we are subject; the effects of reforms in healthcare regulation and
reductions in pharmaceutical pricing, reimbursement and coverage;
potential additional adverse consequences following our resolution
with the U.S. government of our FCPA investigation; governmental
investigations into sales and marketing practices; potential liability
for sales of generic products prior to a final resolution of
outstanding patent litigation; product liability claims; increased
government scrutiny of our patent settlement agreements; failure to
comply with complex Medicare and Medicaid reporting and payment
obligations; and environmental risks; and other factors
discussed in our Annual Report on Form 20-F for the year
ended December 31, 2016 (“Annual Report”), including in the section
captioned “Risk Factors.” and in our other filings with the U.S.
Securities and Exchange Commission, which are available at www.sec.gov
and www.tevapharm.com.
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 contained herein,
whether as a result of new information, future events or otherwise.
You are cautioned not to put undue reliance on these
forward-looking statements.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170918005702/en/
Source: Teva Pharmaceutical Industries Ltd.
Teva Pharmaceutical Industries Ltd.
IR Contacts:
Kevin C.
Mannix, United States, 215-591-8912
Ran Meir, United
States, 215-591-3033
Tomer Amitai, Israel, 972 (3) 926-7656
or
PR
Contacts:
Iris Beck Codner, Israel, 972 (3) 926-7208
Denise
Bradley, United State, 215-591-8974
Michelle Larkin, United
States, 610-786-7335