Teva Announces Successful Increase in Supply of Senior Sustainability Notes and Pricing of $ 5,000,000,000 for Senior Sustainability Notes

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TEL AVIV, Israel – (COMMERCIAL THREAD) – Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) (“Suits you“) today announced that it has successfully raised and priced approximately $ 5,000,000,000 (equivalent) for its first senior sustainability notes (the”Remarks“). The principal amount of the offer has been increased from the size of the previously announced offer by $ 4,000,000,000 (equivalent). Teva expects to use the net proceeds of the offers to (i) finance the announced tender offer to purchase, in cash, its 1.250% Senior Bonds due 2023, its 2.800% Senior Bonds due 2023, its 3.250% Senior Bonds maturing in 2022, its 2.950% Senior Bonds maturing in 2022, its 1.125% Senior Bonds maturing in 2024 and its 6,000% Senior Bonds maturing in 2024 for a maximum combined aggregate purchase price (excluding interest accrued and unpaid) of up to $ 3,500,000,000 (as may be amended before the expiry thereof), (ii) to pay related fees and expenses, (iii) to finance the repayment of outstanding debt at maturity, takeover bid or early repayment and (iv) to the extent of any remaining proceeds, for general corporate purposes.

This is the largest ever offering of sustainability notes and the first ever issued by a generic drug company. The transaction marks Teva’s debut in sustainable finance and is linked to goals that include improving access to medicines in low- and middle-income countries (LMICs) and reducing greenhouse gas emissions (GES).

The Notes consist of (i) Teva Pharmaceutical Finance Netherlands II BV (“Teva Finance II”) € 1,100,000,000 in total principal of 3.750% of Sustainability-Linked Senior Notes denominated in EUR due 2027, (ii) the € 1,500,000,000 in principal of Teva Finance II of 4.375% in EUR of Sustainability-Linked Senior Notes maturing in 2030, (iii) Teva Pharmaceutical Finance Netherlands III BV (“Teva Finance III“And, with Teva Finance II, the”Issuers”) An aggregate principal amount of $ 1,000,000,000 of 4.750% USD-denominated senior sustainability notes maturing in 2027 and (iv) the aggregate principal amount of $ 1,000,000,000 of Teva Finance III of 5.125% USD denominated senior sustainability notes due 2029.

Payment for the Notes is expected to occur on or around November 9, 2021, subject to customary closing conditions.

The Bonds will be senior unsecured obligations of the Issuers and will be unconditionally guaranteed on a senior basis by Teva. The offering and sale of the Notes has been made in accordance with our current automatic registration statement on Form S-3, including our base prospectus, filed with the Securities and Exchange Commission (the “”SECOND“) October 27, 2021. These Notes were offered only by way of a Prospectus Supplement and accompanying Base Prospectus, which have been filed with the SEC. Prior to Investing , you should read the Prospectus Supplement and accompanying prospectus and other documents that Teva has filed with the SEC for more complete information about Teva and this offering. These documents are available free of charge by visiting EDGAR at the SEC website at http://www.sec.gov Alternatively, a copy of the prospectus supplement and base prospectus associated with this offering can be obtained, when available, by contacting Sanat Babu from the BofA Securities Group SA team (e-mail: [email protected]).

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and there will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to ‘registration or qualification under the securities laws of such jurisdiction.

About Teva

Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) have been developing and producing drugs to improve people’s lives for over a century. We are a global leader in generic and specialty drugs with a portfolio of more than 3,500 products in almost all therapeutic areas. About 200 million people around the world take a Teva medicine every day and are served by one of the pharmaceutical industry’s largest and most complex supply chains. In addition to our established presence in generics, we have significant innovative research and operations activities supporting our growing portfolio of specialty and biopharmaceutical products.

Caution 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 the current beliefs and expectations of management and are subject to substantial risks and uncertainties, known and unknown, which could cause our results. future. , performance or achievements differ significantly from those expressed or implied by these forward-looking statements. Significant factors that could cause or contribute to such differences include risks relating to: completion of the Senior Note Offer and the Takeover Offer for certain outstanding Notes; our substantial indebtedness, which may limit our ability to incur additional debt, enter into additional transactions or make new investments, and may cause our credit ratings to deteriorate further; our inability to incur debt or borrow funds in amounts or on terms favorable to us; and other factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2020, including sections thereof entitled “Risk Factors” and “Forward-Looking Statements”,And in our subsequent Quarterly Reports on Form 10-Q and other documents filed with the SEC, 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 place undue reliance on these forward-looking statements. No assurance can be given that the transactions described in this document will be completed or as to the ultimate terms of such transactions.

It may be illegal to distribute this press release in some jurisdictions. This press release is not intended for distribution in Canada, Japan or Australia. The information contained in this press release does not constitute an offer of securities for sale in Canada, Japan or Australia.

The Bonds are not intended to be offered, sold or otherwise made available and must not be offered, sold or otherwise made available to a retail investor in the European Economic Area (“EEE“). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4 (1) of Directive 2014 / 65 / EU (as amended, “MiFID II“); or (ii) a customer within the meaning of Directive 2016/97 / EU (as amended, the”Insurance Distribution Directive“), when this client would not be qualified as a professional client within the meaning of Article 4 (1), point 10, of MiFID II; or (iii) is not a qualified investor within the meaning of Article 2 of Regulation (EU) 2017/1129. Therefore, no key information document required by Regulation (EU) No 1286/2014 (as amended, the ‘PRIIPs Regulation“) for the offer or sale of the Notes or their making available to retail investors in the EEA has been prepared and, therefore, the offer or sale of the Notes or their making available to any investor of retailing in the EEA may be illegal under the PRIIPs Regulation.

Promotion of the Securities in the United Kingdom is limited by the Financial Services and Markets Act 2000 (the “FSMA“), and therefore the Titles are not being promoted to the general public in the United Kingdom. This advertisement is intended for distribution only and is directed only to persons who (i) persons who are located outside of the United Kingdom United or (ii) investment professionals falling under section 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Ordinance 2005 (the “Order“), (iii) wealthy entities and other persons to whom they may be legally communicated, falling under Article 49 (2) (a) to (d) of the Order or (iv) persons to whom an invitation or an incentive to carry out an investment activity (within the meaning of Article 21 of the FSMA) in the context of the issue or sale of any note may moreover be legally communicated or be communicated (all these persons being together referred to as “”persons concerned“). The Notes will only be available and any invitation, offer or agreement to subscribe, purchase or acquire these Notes will only be concluded with the persons concerned. This announcement is directed only to data subjects and should not be interpreted or relied on by anyone who is not a data subject.

The Notes have not, cannot and will not be offered, sold or delivered in the Netherlands except to qualified investors (as defined in Regulation (EU) 2017/1129).

The Bonds have not, cannot and will not be offered, sold or delivered in Israel, except to persons who qualify as one of the types of investors listed in the First Addendum to the Israeli Securities Law. securities, subject to and in accordance with the requirements set out in the First Addendum to the Israeli Securities Law.


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