Teva Announces $3,500,000,000 Debt Tender Offers for Notes Due 2022-2024

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TEL AVIV, Israel, October 27, 2021--(BUSINESS WIRE)--Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) ("Teva") announced today that it has commenced tender offers (the "Offers") to purchase for cash for a combined aggregate purchase price (exclusive of accrued and unpaid interest) of up to $3,500,000,000 (the "Total Maximum Amount") of the following series of notes issued by finance subsidiaries of Teva and guaranteed by Teva:

  • 1.250% Senior Notes due 2023, ISIN XS1211040917, issued by Teva Pharmaceutical Finance Netherlands II B.V. (the "Priority 1 Notes");

  • 2.800% Senior Notes due 2023, CUSIP 88167A AD3 / ISIN US88167AAD37, issued by Teva Pharmaceutical Finance Netherlands III B.V. (the "Priority 2 Notes");

  • 3.250% Senior Notes due 2022, ISIN XS1812903828 (Registered), ISIN XS1789747265 (144A), ISIN XS1789745137 (RegS), issued by Teva Pharmaceutical Finance Netherlands II B.V. (the "Priority 3 Notes");

  • 2.950% Senior Notes due 2022, CUSIP 88165F AG7 / ISIN US88165FAG72, issued by Teva Pharmaceutical Finance Company B.V. (the "Priority 4 Notes," and together with the Priority 1 Notes, the Priority 2 Notes and the Priority 3 Notes, the "Pool 1 Notes");

  • 1.125% Senior Notes due 2024, ISIN XS1439749281, issued by Teva Pharmaceutical Finance Netherlands II B.V. (the "Priority 5 Notes"); and

  • 6.000% Senior Notes due 2024, CUSIP 88167A AL5 / ISIN US88167AAL52 (Registered), CUSIP 88167A AH4 / ISIN US88167AAH41 (144A), ISIN USN8540WAA29 (RegS) issued by Teva Pharmaceutical Finance Netherlands III B.V. (the "Priority 6 Notes," and together with the Priority 5 Notes, the "Pool 2 Notes," and together with the Pool 1 Notes, the "Notes").

Teva is engaging in the Offers to proactively manage and extend the maturity profile of its debt. Teva expects to fund the Offers with the proceeds from the Financing Transaction (as defined below).

The Offers are being made pursuant and are subject to the terms and conditions set forth in the Offer to Purchase, dated October 27, 2021 (the "Offer to Purchase"), available via the offer website: https://sites.dfkingltd.com/teva (the "Offer Website"), including a condition to the Offers of the completion by Teva Pharmaceutical Finance Netherlands II B.V. and Teva Pharmaceutical Finance Netherlands III B.V. of an offering of debt securities that commenced concurrently with the Offers, with gross proceeds sufficient to fund the Total Consideration for Notes to be purchased pursuant to the Offers, on terms and subject to conditions reasonably satisfactory to Teva (the "Financing Transaction"). Below is a summary of certain terms of the Offers:

Dollars or Euros per $1,000 or
€1,000, as applicable, principal
amount

Capped
Tender
Offers

Title of
Notes

Issuer

CUSIP / ISIN / Common Code

Principal
Amount
Outstanding

Tender Caps
(principal
amount)(1)

Acceptance
Priority
Level(2)

Authorized
Denominations
(principal
amount)

Tender Offer
Consideration (3)

Early
Tender
Premium

Total
Consideration
(3)(4)

Pool 1
Tender
Offers

1.250% Senior
Notes due 2023

Teva Pharmaceutical
Finance Netherlands II
B.V.

XS1211040917 / 121104091

N/A

N/A

€1,300,000,000

$2,500,000,000
(equivalent)

1

€100,000 and
integral multiples
of €1,000 in
excess thereof

€968.75

€30.00

€998.75

2.800% Senior
Notes due 2023

Teva Pharmaceutical
Finance Netherlands III
B.V.

88167A AD3 / US88167AAD37

N/A

N/A

$3,000,000,000

2

$2,000 and
integral multiples
of $1,000 in
excess thereof

$980.00

$30.00

$1,010.00

3.250% Senior
Notes due 2022

Teva Pharmaceutical
Finance Netherlands II
B.V.

XS1812903828 / 181290382
(Registered)

XS1789747265 / 178974726
(144A)

XS1789745137 / 178974513
(RegS)

€700,000,000

3

€100,000 and
integral multiples
of €1,000 in
excess thereof

€975.68

€30.00

€1,005.68

2.950% Senior
Notes due 2022

Teva Pharmaceutical
Finance Company B.V.

88165F AG7 / US88165FAG72/
086848295 (Registered)

N/A

N/A

$844,373,000

4

$2,000 and
integral multiples
of $1,000 in
excess thereof

$986.25

$30.00

$1,016.25

Pool 2
Tender
Offers

1.125% Senior
Notes due 2024

Teva Pharmaceutical
Finance Netherlands II
B.V.

XS1439749281 / 143974928

N/A

N/A

€1,500,000,000

$900,000,000
(equivalent)

5

€100,000 and
integral multiples
of €1,000 in
excess thereof

€942.50

€30.00

€972.50

6.000% Senior
Notes due 2024

Teva Pharmaceutical
Finance Netherlands III
B.V.

88167A AL5 / US88167AAL52 /
181499079 (Registered)

88167A AH4 / US88167AAH41 /
179177439 (144A)

USN8540WAA29 / 179177471
(RegS)

$1,250,000,000

6

$200,000 and
integral multiples
of $1,000 in
excess thereof

$1,033.75

$30.00

$1,063.75

(1) The Pool 1 Maximum Amount of $2,500,000,000 represents the maximum aggregate principal amount in respect of Pool 1 Notes that will be purchased in the Pool 1 Tender Offers. The Pool 2 Maximum Amount of $900,000,000 represents the maximum aggregate principal amount in respect of Pool 2 Notes that will be purchased in the Pool 2 Tender Offers. The Tender Caps can be increased or decreased at Teva’s sole discretion.

(2) Subject to the Total Maximum Amount, the Tender Caps and proration, the principal amount of each series of Notes that is purchased in each of the Offers will be determined in accordance with the applicable acceptance priority level (in numerical priority order) specified in this column.

(3) Excludes accrued and unpaid interest, which also will be paid.

(4) Includes the Early Tender Premium.

The Offers will expire at 11:59 p.m., Eastern Time, on Wednesday, November 24, 2021, unless extended or earlier terminated (as it may be extended or earlier terminated, the "Expiration Time"). Tenders of Notes may be withdrawn at any time at or prior to 5:00 p.m., Eastern Time, on Tuesday, November 9, 2021, but may not be withdrawn thereafter, except in certain limited circumstances where additional withdrawal rights are required by law. Holders of the Notes that are validly tendered and not withdrawn at or prior to 5:00 p.m., Eastern Time, on Tuesday, November 9, 2021 (the "Early Tender Time") and accepted for purchase will receive the applicable "Total Consideration," which includes an early tender premium of $30.00 per $1,000 or €30.00 per €1,000, as applicable, principal amount of the Notes accepted for purchase (the "Early Tender Premium"). Holders of Notes who validly tender their Notes following the Early Tender Time, but at or prior to the Expiration Time, will receive the "Tender Offer Consideration," namely the applicable Total Consideration minus the applicable Early Tender Premium.

Each Holder whose Notes are tendered and accepted for purchase will receive accrued and unpaid interest on such Notes from, and including, the last applicable interest payment date up to, but not including, the applicable settlement date. Teva may, at Teva’s option, elect for the payment of the Total Consideration plus accrued and unpaid interest for Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase to be made following the Early Tender Time but before the Expiration Time (such date, the "Initial Settlement Date"). Teva expects to have an Initial Settlement Date, and assuming that the conditions to the Offers are satisfied or waived, such Initial Settlement Date may be as early as two business days after the Early Tender Time, or Friday, November 12, 2021. Payment of the Tender Offer Consideration plus accrued and unpaid interest for Notes that are validly tendered following the Early Tender Time and accepted for purchase, and, if Teva does not elect to have an Initial Settlement Date, payment of the Total Consideration plus accrued and unpaid interest for Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase, will be made promptly following the Expiration Time (such date, the "Final Settlement Date" and, together with the Initial Settlement Date, each a "Settlement Date"). Assuming that the conditions to the Offers are satisfied or waived, Teva expects that the Final Settlement Date will be Monday, November 29, 2021, the second business day after the Expiration Time. No tenders submitted after the Expiration Time will be valid.

The purchase price for Dollar Notes and Euro Notes will be paid in U.S. Dollars and Euros, respectively. To determine whether the Total Maximum Amount and the Tender Caps (defined below) have been reached, we will convert the applicable purchase price payable or nominal amounts (as applicable) with respect to the Euro Notes validly tendered into U.S. Dollars using the applicable exchange rates, as of 10:00 a.m., New York City time, on the date of the Early Tender Time, as reported on the Bloomberg screen page "FXIP" under the heading "FX Rate vs. USD" (or, if such screen is unavailable, a generally recognized source for currency quotations selected by the Dealer Managers with quotes as of a time as close as reasonably possible to the aforementioned).

The amounts of each series of Notes that are purchased will be determined in accordance with the Acceptance Priority Levels specified in the table above and on the cover page of the Offer to Purchase (the "Acceptance Priority Level"), with 1 being the highest Acceptance Priority Level and 6 being the lowest Acceptance Priority Level, provided that we will only accept for purchase Notes with an aggregate purchase price (excluding Accrued Interest) up to the Total Maximum Amount. In addition, no more than $2,500,000,000 aggregate principal amount of the Pool 1 Notes and no more than $900,000,000 aggregate principal amount of the Pool 2 Notes will be purchased in the Offers (such aggregate principal amounts, the "Tender Caps"). The Total Maximum Amount and the Tender Caps may be increased or decreased by Teva in its sole discretion.

Subject to the Total Maximum Amount, Tender Caps and the proration arrangements applicable to the Offers, all Notes validly tendered and not validly withdrawn at or before the Early Tender Time having a higher Acceptance Priority Level will be accepted before any Notes tendered at or before the Early Tender Time having a lower Acceptance Priority Level are accepted in the Offers, and all Notes validly tendered after the Early Tender Time having a higher Acceptance Priority Level will be accepted before any Notes tendered after the Early Tender Time having a lower Acceptance Priority Level are accepted in the Offers. However, even if the Offers are not fully subscribed as of the Early Tender Time, subject to the Total Maximum Amount and the Tender Caps, Notes validly tendered and not validly withdrawn at or before the Early Tender Time will be accepted for purchase in priority to other Notes tendered after the Early Tender Time even if such Notes tendered after the Early Tender Time have a higher Acceptance Priority Level than Notes tendered prior to the Early Tender Time.

Acceptances for tenders of Notes of a series may be subject to proration if (a) the aggregate principal amount of the Notes of a series validly tendered and not validly withdrawn is greater than the applicable Tender Cap, or (b) the aggregate purchase price (exclusive of accrued and unpaid interest) for any relevant series of Notes validly tendered and not validly withdrawn would cause the Total Maximum Amount to be exceeded. Furthermore, if the Offers are fully subscribed as of the Early Tender Time, Holders who validly tender Notes following the Early Tender Time will not have any of their Notes accepted for purchase.

Teva’s obligation to accept for purchase and to pay for the Notes validly tendered (and not validly withdrawn) pursuant to the Offers is subject to the satisfaction or waiver of certain conditions set out in the Offer to Purchase, including the satisfaction or waiver of the Financing Transaction. Teva reserves the right to (i) waive any and all conditions to an Offer with respect to one or more series of Notes; (ii) extend or terminate an Offer with respect to one or more series of Notes at any time; (iii) increase or decrease the Total Maximum Amount; (iv) increase or decrease the Tender Caps; or (v) otherwise amend an Offer with respect to one or more series of Notes in any respect, in each case, subject to applicable law and in accordance with the terms set forth in the Offer to Purchase.

BNP Paribas, Merrill Lynch International, HSBC Bank plc and J.P. Morgan Securities plc are acting as the 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 (800) 628-8532 (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 BNP Paribas, at +33 1 55 77 78 94 or by email at liability.management@bnpparibas.com, to Merrill Lynch International, at (888) 292 0070 (toll-free), (980) 388 3646 (collect) or +44 207 996 5420 (UK) or by email at DG.LM-EMEA@bofa.com, to HSBC Bank plc, at (212) 525-5552 (collect), (888) HSBC-4LM (toll-free) or +44 207 992 6237 (UK) and to J.P. Morgan Securities plc, at +44 20-7134-2468 (UK) or by email at em_europe_lm@jpmorgan.com.

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) has been developing and producing medicines to improve people’s lives for more than a century. We are a global leader in generic and specialty medicines with a portfolio consisting of over 3,500 products in nearly every therapeutic area. Around 200 million people around the world take a Teva medicine every day, and are served by one of the largest and most complex supply chains in the pharmaceutical industry. Along with our established presence in generics, we have significant innovative research and operations supporting our growing portfolio of specialty and biopharmaceutical products.

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: completion of the offering of senior notes and tender offer for certain outstanding notes; 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; and other factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2020, 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. 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. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions.

View source version on businesswire.com: https://www.businesswire.com/news/home/20211027005517/en/

Contacts

IR Contacts:

Kevin C. Mannix
United States
(215) 591-8912

Yael Ashman
Israel
972 (3) 914-8262

PR Contacts:

Kelley Dougherty
United States
(973) 832-2810

Yonatan Beker
(973) 264-7387

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