TEL AVIV, Israel–(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”) and that it is increasing the combined aggregate purchase price (exclusive of accrued and unpaid interest) (the “Total Maximum Amount”) from $3,500,000,000 to $4,000,000,000 for 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”).
In addition, Teva has exercised its discretion to increase the tender cap for the Pool 1 Notes from $2,500,000,000 (equivalent) to $2,996,000,000 (equivalent) (the “Pool 1 Tender Cap”) and the tender cap for the Pool 2 Notes from $900,000,000 (equivalent) to $1,013,000,000 (equivalent) (the “Pool 2 Tender Cap” and, together with the Pool 1 Tender Cap, the “Tender Caps”) Except as provided above, the terms and conditions of the Offers remain unchanged.
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 registered public offering of Teva Pharmaceutical Finance Netherlands II B.V. and Teva Pharmaceutical Finance Netherlands III B.V. of debt securities that commenced concurrently with the Offers and closed on November 9, 2021, with gross proceeds sufficient to fund the Total Consideration for Notes to be purchased pursuant to the Offers.
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 Time, on Tuesday, November 9, 2021 (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 $30.00 per $1,000 or €30.00 per €1,000, as applicable, principal amount of the Notes accepted for purchase pursuant to the Offers (the “Early Tender Premium”).
The following table sets forth certain terms of the Offers:
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Dollars or Euros per $1,000 or €1,000, as applicable, principal amount |
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Capped Tender Offers |
Title of |
Issuer |
CUSIP / ISIN / Common Code |
Principal |
Tender Caps (principal amount)(1)(2) |
Principal Amount to be Accepted |
Acceptance |
Tender Offer Consideration (4) |
Early |
Total |
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Pool 1 Tender Offers |
1.250% Senior Notes due 2023 |
Teva Pharmaceutical Finance Netherlands II B.V. |
XS1211040917 / 121104091 N/A N/A |
€707,910,000 |
$2,996,000,000 (equivalent) (increased from original Tender Cap of $2,500,000,000 (equivalent)) |
€707,910,000 |
1 |
€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 |
$1,546,106,000 |
$1,546,106,000 |
2 |
$980.00 |
$30.00 |
$1,010.00 |
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3.250% Senior Notes due 2022 |
Teva Pharmaceutical Finance Netherlands II B.V. |
XS1812903828 / 181290382 (Registered) XS1789747265 / 178974726 (144A) XS1789745137 / 178974513 (RegS) |
€428,176,000 |
€428,176,000 |
3 |
€975.68 |
€30.00 |
€1,005.68 |
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2.950% Senior Notes due 2022 |
Teva Pharmaceutical Finance Company B.V. |
88165F AG7 / US88165FAG72/ 086848295 (Registered) N/A N/A |
$302,539,000 |
$131,715,000 (6) |
4 |
$986.25 |
$30.00 |
$1,016.25 |
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Pool 2 Tender Offers |
1.125% Senior Notes due 2024 |
Teva Pharmaceutical Finance Netherlands II B.V. |
XS1439749281 / 143974928 N/A N/A |
€873,081,000 |
$1,013,000,000 (equivalent) (increased from original Tender Cap of $900,000,000 (equivalent)) |
€873,081,000 |
5 |
€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) |
$797,578,000 |
$0 |
6 |
$1,033.75 |
$30.00 |
$1,063.75 |
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(1) The Pool 1 Maximum Amount of $2,996,000,000 (equivalent) 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 $1,013,000,000 (equivalent) 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) In order to determine whether the Total Maximum Amount and Tender Caps have been reached, an exchange rate of $1.16 = €1.00 has been used, as determined at 10:00 a.m. Eastern Time on the date of the Early Tender Time.
(3) 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.
(4) Excludes accrued and unpaid interest, which also will be paid.
(5) Includes the Early Tender Premium.
(6) Reflects the approximate proration factor of 43.7% for Teva Pharmaceutical Finance Company B.V.’s 2.950% Senior Notes due 2022.
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 but inclusive of tender premium) equal to approximately the Total Maximum Amount. The settlement for the Notes accepted by Teva in connection with the Early Tender Time is expected to take place on Friday, November 12, 2021 (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 October 27, 2021 (the “Offer to Purchase”), subject in each case to the Total Maximum Amount and the Tender Caps. It is expected that the Notes tendered with Acceptance Priority Levels 1, 2, 3 and 5 shall be accepted in full without proration. It is expected that the Notes with Acceptance Priority Level 4 shall be accepted subject to a proration factor of approximately 43.7%. None of the Notes with Acceptance Priority Level 6 shall be accepted. The amounts of each series of Notes expected to be accepted are shown in the table. As a result of the Offers, the Company will purchase approximately $2,996 million (equivalent) aggregate principal amount of the Pool 1 Notes and approximately $1,013 million (equivalent) aggregate principal amount of the Pool 2 Notes.
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 Time, on Wednesday, November 24, 2021, 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 Total 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. 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.
The proceeds of Teva’s issuance of sustainability-linked notes that are not used to repurchase the Notes in the Offers will be used to repay Teva’s 3.650% senior notes due 2021.
BNP Paribas, Merrill Lynch International, HSBC Bank plc and J.P. Morgan Securities plc 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) 859-8511 (toll-free), (212) 269-5550 (collect) or +44 20-7920-9700 (UK) or by email at teva@dfkingltd.com. All documentation relating to the Offers, 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: settlement of the tender offers 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.
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, United States, (973) 264-7378