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Teva Announces Early Tender Results of its Debt Tender Offer and Election of Early Settlement

JERUSALEM--(BUSINESS WIRE)-- Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) (“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 but inclusive of tender premium) of up to $1,500,000,000 (the “Maximum Amount”) of the following series of notes issued by finance subsidiaries of Teva and guaranteed by Teva:

  • 2.200% Senior Notes due 2021, CUSIP 88167A AC5 / ISIN US88167AAC53, issued by Teva Pharmaceutical Finance Netherlands III B.V. (the “Priority 1 Notes”);
  • 3.650% Senior Notes due 2021, CUSIP 88165F AF9 / ISIN US88165FAF99, issued by Teva Pharmaceutical Finance Company B.V (the “Priority 2 Notes”); and
  • 3.650% Senior Notes due 2021, CUSIP 88166J AA1 / ISIN US88166JAA16, issued by Teva Pharmaceutical Finance IV B.V. (the “Priority 3 Notes”, and together with the Priority 1 Notes and the Priority 2 Notes, the “Notes”).

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

The respective principal amounts of all series of Notes that were validly tendered and not validly withdrawn at or prior to 5:00 p.m., Eastern Standard Time, on November 22, 2019 (the “Early Tender Time”) are specified in the table below.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 pursuant to the Offers will receive the applicable “Total Consideration,” (as defined in the table below), which includes an early tender premium of $30 per $1,000 principal amount of the Notes accepted for purchase pursuant to the Offers (the “Early Tender Premium”).

 

 

 

 

 

 

 

 

 

Dollars per $1,000 principal amount

Title of
Notes

 

Issuer

 

CUSIP / ISIN
Number

 

Principal
Amount
Outstanding

 

Principal

Amount

Tendered

 

Tender Cap

(principal

amount)

 

Acceptance
Priority
Level

 

Authorized

Denominations

(principal

amount)

 

Tender Offer

Consideration

(1)

 

Early
Tender
Premium

 

Total
Consideration
(1)(2)

 

2.200% Senior Notes due 2021

 

Teva Pharmaceutical Finance Netherlands III B.V.

 

88167AAC5/ US88167AAC53

 

$3,000,000,000

 

$2,058,778,000

 

 

1

 

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

 

$953.75

 

$30.00

 

$983.75

 

3.650% Senior Notes due 2021

 

Teva Pharmaceutical Finance Company B.V.

 

88165FAF9/ US88165FAF99

 

$612,829,000

 

$358,616,000

 

 

2

 

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

 

$965.00

 

$30.00

 

$995.00

 

3.650% Senior Notes due 2021

 

Teva Pharmaceutical Finance IV B.V.

 

88166JAA1/ US88166JAA16

 

$587,610,000

 

$322,491,000

 

$100,000,000

 

3

 

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

 

$965.00

 

$30.00

 

$995.00

____________________

(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, including the completion by Teva Pharmaceutical Finance Netherlands II B.V. and Teva Pharmaceutical Finance Netherlands III B.V. of a private offering of debt securities that commenced concurrently with the Offers and is expected to close on November 25, 2019, 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”), 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 but inclusive of tender premium) equal to approximately the Maximum Amount. The settlement for the Notes accepted by Teva in connection with the Early Tender Time is expected to take place on November 27, 2019 (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 November 8, 2019 (the “Offer to Purchase”), subject in each case to the Maximum Amount and, in the case of the Priority 3 Notes, the Tender Cap. It is expected that Priority 1 Notes will be subject to a proration factor of approximately 74.1%. The Company will purchase approximately $1,524.7 million aggregate principal amount of the Priority 1 Notes. No Priority 2 Notes or 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., Eastern Standard Time, on Monday, December 9, 2019, 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 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 Condition. 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.

BNP Paribas Securities Corp., Citigroup Global Markets Limited and Goldman Sachs & Co. LLC are acting as the Dealer Managers for the Offers. 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 Securities Corp., at (888) 210-4358 (toll-free) or +44 (0) 20 7595 8277, to Citigroup Global Markets Limited, at +1 (212) 723 6106 (collect), +1 (800) 558 3745 (toll-free) or +44 20 7986 8969 (London) and to Goldman Sachs & Co. LLC, at (212) 902-6351 (collect), (800) 828-3182 (toll-free) or +44 20 7552 6157 (Europe).

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, 2018, 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.

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