Press Release Details

JERUSALEM--(BUSINESS WIRE)--Sep. 18, 2018-- Teva Pharmaceutical Industries Ltd. (NYSE: TEVA) announced today the early tender results in connection with its previously announced tender offers (the “Offers”) to purchase for cash for a combined aggregate purchase price (exclusive of accrued and unpaid interest) of up to $400 million (the “Maximum Amount”) a portion of the following series of notes issued by finance subsidiaries of Teva and guaranteed by Teva:

• 1.700% Senior Notes due 2019, CUSIP 88167A AB7 / ISIN US88167AAB70, issued by Teva Pharmaceutical Finance Netherlands III B.V. (the “Priority 1 Notes”);
• 0.375% Senior Notes due 2020, ISIN XS1439749109, issued by Teva Pharmaceutical Finance Netherlands II B.V. (the “Priority 2 Notes”), and
• 2.250% Senior Notes due 2020, CUSIP 88166H AD9 / ISIN US88166HAD98, issued by Teva Pharmaceutical Finance IV, LLC (the “Priority 3 Notes” and together with the Priority 1 Notes and Priority 2 Notes, the “Notes”).

Teva is engaging in the Offers to reduce its total debt and decrease its overall interest expense. Teva expects to fund the Offers with available cash on hand.

The respective principal amounts of all series of Notes that were validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on September 17, 2018 (the “Early Tender Time”) are specified in the table below. Holders who validly tendered and did not validly withdraw Notes at or prior to the Early Tender Time and whose Notes are accepted for purchase will receive the applicable “Total Consideration,” which includes an early tender premium of $50 per $1,000 or €50 per €1,000, as applicable, principal amount of the Notes accepted for purchase (the “Early Tender Premium”).

(1) Excludes accrued and unpaid interest, which also will be paid.
(2) Includes the Early Tender Premium.

Subject to the terms and conditions of the Offers, Teva expects that it will accept for purchase Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time for a combined aggregate purchase price (exclusive of accrued and unpaid interest) equal to the Maximum Amount. The settlement for the Notes accepted by Teva in connection with the Early Tender Time is expected to take place on Thursday, September 20, 2018 (the “Settlement Date”). The amount of each series of Notes that is to be purchased on the Settlement Date will be determined in accordance with the acceptance priority levels and the proration procedures described in the Offer to Purchase, dated September 4, 2018 (the “Offer to Purchase”), subject in each case to the Maximum Amount and the applicable Tender Cap. It is expected that Priority 1 Notes will be subject to a proration factor of approximately 50% and Priority 2 Notes will be subject to a proration factor of approximately 21%. The Company will purchase approximately $300 million aggregate principal amount of the Priority 1 Notes and approximately €89.8 million aggregate principal amount of the Priority 2 Notes. No Priority 3 Notes will be purchased pursuant to the Offers. Payments for Notes purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the Settlement Date.

The Withdrawal Deadline has passed and has not been extended. Notes tendered pursuant to the Offers may no longer be withdrawn, except as required by law.

The Offers will expire at 11:59 p.m., New York City time, on October 1, 2018, unless extended or earlier terminated (as it may be extended or earlier terminated, the “Expiration Time”). However, as Teva intends, subject to the terms and conditions of the Offers, to accept for purchase the Maximum Amount on the Settlement Date, further tenders of Notes prior to the Expiration Time will not be accepted for purchase.

Teva’s obligation to accept for payment and to pay for the Notes validly tendered in the Offers is subject to the satisfaction or waiver of certain conditions set out in the Offer to Purchase. Teva reserves the right, subject to applicable law and the terms of the Offers, to waive any and all conditions to the Offers or to otherwise amend, extend or terminate the Offers in any respect.

Mizuho Securities USA LLC and Morgan Stanley & Co. LLC are acting as Dealer Managers for the Offer. The information and tender agent (the “Information and Tender Agent”) for the Offers is D.F. King. Copies of the Offer to Purchase are available by contacting the Information and Tender Agent at (866) 796-3441 (toll-free), (212) 269-5550 (collect) or +44 20-7920-9700 (UK) or by email at teva@dfkingltd.com. All documentation relating to the offer, together with any updates, will be available via the offer website: https://sites.dfkingltd.com/teva. Questions regarding the Offers should be directed to Mizuho Securities USA LLC, Liability Management Group, at (866) 271-7403 (toll-free), (212) 205-7736 (collect) or +44 20-7090-6673 (UK) and Morgan Stanley & Co. LLC, Liability Management Group, at (800) 624-1808 (toll-free), (212) 761-1057 (collect) or +44 20-7677-7799 (UK).

This announcement shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any Notes. The Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

About Teva

Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) is a global leader in generic medicines, with innovative treatments in select areas, including CNS, pain and respiratory. We deliver high-quality generic products and medicines in nearly every therapeutic area to address unmet patient needs. We have an established presence in generics, specialty, OTC and API, building on more than a century-old legacy, with a fully integrated R&D function, strong operational base and global infrastructure and scale. We strive to act in a socially and environmentally responsible way. Headquartered in Israel, with production and research facilities around the globe, we employ 45,000 professionals, committed to improving the lives of millions of patients. Learn more at 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, 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:

• our ability to successfully compete in the marketplace, including: that we are substantially dependent on our generic products; competition for our specialty products, especially COPAXONE®, our leading medicine, which faces competition from existing and potential additional generic versions and orally-administered alternatives; competition from companies with greater resources and capabilities; efforts of pharmaceutical companies to limit the use of generics including through legislation and regulations; consolidation of our customer base and commercial alliances among our customers; the increase in the number of competitors targeting generic opportunities and seeking U.S. market exclusivity for generic versions of significant products; price erosion relating to our products, both from competing products and increased regulation; delays in launches of new products and our ability to achieve expected results from investments in our product pipeline; our ability to take advantage of high-value opportunities; the difficulty and expense of obtaining licenses to proprietary technologies; and the effectiveness of our patents and other measures to protect our intellectual property rights;

• our substantial indebtedness, which may limit our ability to incur additional indebtedness, engage in additional transactions or make new investments, may result in a further downgrade of our credit ratings; and our inability to raise debt or borrow funds in amounts or on terms that are favorable to us;

• our business and operations in general, including: failure to effectively execute our restructuring plan announced in December, 2017; uncertainties related to, and failure to achieve, the potential benefits and success of our new senior management team and organizational structure; harm to our pipeline of future products due to the ongoing review of our R&D programs; our ability to develop and commercialize additional pharmaceutical products; potential additional adverse consequences following our resolution with the U.S. government of our Foreign Corrupt Practices Act investigation; compliance with sanctions and other trade control laws; 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; variations in intellectual property laws that may adversely affect our ability to manufacture our products; challenges associated with conducting business globally, including adverse effects of political or economic instability, major hostilities or terrorism; significant sales to a limited number of customers in our U.S. market; our ability to successfully bid for suitable acquisition targets or licensing opportunities, or to consummate and integrate acquisitions; and our prospects and opportunities for growth if we sell assets;

• 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; governmental investigations into sales and marketing practices; potential liability for patent infringement; 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;

• other financial and economic risks, including: our exposure to currency fluctuations and restrictions as well as credit risks; potential impairments of our intangible assets; potential significant increases in tax liabilities; and 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;

and other factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2017, including the sections thereof captioned "Risk Factors" and "Forward Looking Statements," and in our subsequent quarterly reports on Form 10-Q and other filings with the 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.

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Source: Teva Pharmaceutical Industries Ltd.

Teva Pharmaceutical Industries Ltd.
IR Contacts
Kevin C. Mannix, 215-591-8912
or
Ran Meir, 972 (3) 926-7516
or
PR Contacts
United States
Elizabeth DeLuca, 267-468-4329
or
Israel
Yonatan Beker, 972 (54) 888 5898