Proceeds to Repay Existing Debt
Teva Pharmaceutical Industries Limited (NYSE and TASE: TEVA) (“Teva”) announced today that it successfully upsized and priced approximately $2.1 billion (equivalent) of its senior notes (the “Notes”). The principal amount of the offering was increased from the previously announced offering size of $1.5 billion (equivalent). Teva expects to use the net proceeds from the offerings, together with cash on hand, to (i) fund the announced tender offer to purchase, for cash, its 2.200% Senior Notes due 2021, its 3.650% Senior Notes due 2021 and its 3.650% Senior Notes due 2021 (the “Tendered Notes”) for a maximum combined aggregate purchase price (exclusive of accrued and unpaid interest but inclusive of tender premium) of up to $1.5 billion, (ii) to partially redeem €650,000,000 of the currently outstanding €1,660,154,000 aggregate principal amount of its 0.375% Senior Notes due 2020, (iii) to pay fees and expenses in connection therewith and (iv) to the extent of any remaining proceeds, for general corporate purposes, which may include the repayment of outstanding debt.
“We are very pleased with the outcome of this transaction. The solid demand we got from both the U.S. and European markets clearly demonstrates the confidence our investors have in Teva’s strategy and financial prospects. With this transaction and the tender offer and bond redemption, we have aligned our maturity profile for the coming years with our core operational performance, as we continue to focus on delivering our business objectives and long term goals,” said Kåre Schultz, Teva’s President and Chief Executive Officer.
The Notes consist of (i) $1.0 billion aggregate principal amount of 7.125% USD-denominated senior notes maturing in 2025 and (ii) €1.0 billion aggregate principal amount of 6.000% EUR-denominated senior notes maturing in 2025, and will be issued by special purpose finance subsidiaries of Teva (the “Issuers”).
The Notes will be sold at a price of 100% of the principal amount thereof. The Issuers and Teva expect to enter into registration rights agreements with respect to the Notes. The settlement of the Notes is expected to occur on or about November 25, 2019, subject to customary closing conditions.
Teva will provide notice of partial redemption of the 0.375% Senior Notes due 2020 to the holders of such notes called for redemption. Redemption of these notes is expected to be completed during the fourth quarter of 2019.
The Notes will be unsecured senior obligations of the Issuers and will be unconditionally guaranteed on a senior basis by Teva. The Notes were offered and sold (i) in the U.S. to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) to non-U.S. persons in offshore transactions outside the U.S. pursuant to Regulation S under the Securities Act.
The Notes and the related guarantees have not been registered under the Securities Act or the laws of any state and may not be offered or sold in the U.S. or to, or for the benefit of, any U.S. persons absent registration under or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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 completion of the tender offer and redemption for certain outstanding notes; our substantial indebtedness, which may limit our ability to incur additional indebtedness, engage in additional transactions or make new investments, and may result in a further downgrade of our credit ratings; 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.
It may be unlawful to distribute this press release in certain jurisdictions. This press release is not for distribution in Canada, Japan or Australia. The information in this press release does not constitute an offer of securities for sale in Canada, Japan or Australia.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). 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”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. This announcement constitutes a public disclosure of inside information by Teva under Regulation (EU) 596/2014 (16 April 2014).
Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the “FSMA”), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is for distribution only to, and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) high net worth entities, and other persons to whom they may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Notes will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant persons. This announcement is directed only at relevant persons and must not be acted on or relied on by anyone who is not a relevant person.
The notes have not, may not and will not be offered, sold or delivered in the Netherlands, other than to qualified investors (as defined in Regulation (EU) 2017/1129).
The Notes have not, may not and will not be offered, sold or delivered in Israel, other than to persons who qualify as one of the types of investors listed in the First Addendum to the Israeli Securities Law, subject to and in accordance with the requirements set forth in the First Addendum to the Israeli Securities Law.