Teva Announces $2,000,000,000 (Equivalent) Debt Tender Offers For Notes Due 2026-2031
TEL AVIV, Israel, May 19, 2025 (GLOBE NEWSWIRE) -- 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 $2,000,000,000 (equivalent) (the "Total Maximum Amount") of the following series of notes issued by finance subsidiaries of Teva and guaranteed by Teva:
- USD 3.150% Senior Notes due 2026, CUSIP 88167AAE1 / ISIN US88167AAE10 (Registered), issued by Teva Pharmaceutical Finance Netherlands III B.V. (the "Pool 1 Notes");
- USD 4.750% Sustainability-Linked Senior Notes due 2027, CUSIP 88167AAP6 / ISIN US88167AAP66 (Registered), issued by Teva Pharmaceutical Finance Netherlands III B.V. (the "Priority 2 Notes");
- EUR 3.750% Sustainability-Linked Senior Notes due 2027, Common Code 240660709 / ISIN XS2406607098 (Registered), issued by Teva Pharmaceutical Finance Netherlands II B.V. (the "Priority 3 Notes" and together with the Priority 2 Notes, the "Pool 2 Notes");
- USD 7.875% Sustainability-Linked Senior Notes due 2029, CUSIP 88167AAS0 / ISIN US88167AAS06 (Registered), issued by Teva Pharmaceutical Finance Netherlands III B.V. (the "Priority 4 Notes");
- EUR 7.375% Sustainability-Linked Senior Notes due 2029, Common Code 259280443 / ISIN XS2592804434 (Registered), issued by Teva Pharmaceutical Finance Netherlands II B.V. (the "Priority 5 Notes"); and
- USD 8.125% Sustainability-Linked Senior Notes due 2031, CUSIP 88167AAR2 / ISIN US88167AAR23 (Registered), issued by Teva Pharmaceutical Finance Netherlands III B.V. (the "Priority 6 Notes," and together with the Priority 4 Notes and the Priority 5 Notes, the "Pool 3 Notes," and the Pool 3 Notes, together with the Pool 1 Notes and the Pool 2 Notes, the "Notes").
Teva is engaging in the Offers to proactively manage and optimize its debt capital structure, and to extend the maturity profile of its debt. Teva expects to fund the Offers with the proceeds from the Financing Transaction (as defined below), together with cash on hand.
The Offers are being made pursuant and are subject to the terms and conditions set forth in the Offer to Purchase, dated May 19, 2025 (the "Offer to Purchase"), available via the offer website: https://clients.dfkingltd.com/teva (the "Offer Website"), including a condition to the Offers of the completion by Teva Pharmaceutical Finance Netherlands II B.V., Teva Pharmaceutical Finance Netherlands III B.V. and Teva Pharmaceutical Finance Netherlands IV B.V. of an offering of debt securities that commenced concurrently with the Offers, with minimum gross proceeds acceptable to Teva to fund the aggregate purchase price 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 | Pool Tender Caps (Purchase Price (excluding Accrued Interest))(1) | Acceptance Priority Level(2) | Authorized Denominations (principal amount) | First Par Call Date | Reference Security or Interpolated Mid-Swap Rate | Bloomberg Reference Page / Screen | Fixed Spread (basis points)(5) | Tender Offer Consideration (3)(4) | Early Tender Premium | Total Consideration (3)(6) |
| Pool 1 Tender Offers | 3.150% Senior Notes due 2026 | Teva Pharmaceutical Finance Netherlands III B.V. | 88167AAE1 / US88167AAE10(Registered) | $3,377,644,000 | $1,550,000,000 | 1 | $2,000 and integral multiples of $1,000 in excess thereof | N/A | N/A | N/A | N/A | $931.50 | $50.00 | $981.50 |
| Pool 2 Tender Offers | 4.750% Sustainability- Linked Senior Notes due 2027 | Teva Pharmaceutical Finance Netherlands III B.V. | 88167AAP6 / US88167AAP66(Registered) | $1,000,000,000 | $250,000,000 (equivalent) | 2 | $200,000 and integral multiples of $1,000 in excess thereof | February 9, 2027 | N/A | N/A | N/A | $947.50 | $50.00 | $997.50 |
| 3.750% Sustainability- Linked Senior Notes due 2027 | Teva Pharmaceutical Finance Netherlands II B.V. | XS2406607098 / 240660709 (Registered) | €1,100,000,000 | 3 | €100,000 and integral multiples of €1,000 in excess thereof | February 9, 2027 | N/A | N/A | N/A | €963.50 | €50.00 | €1,013.50 | ||
| Pool 3 Tender Offers | 7.875% Sustainability- Linked Senior Notes due 2029 | Teva Pharmaceutical Finance Netherlands III B.V. | 88167AAS0 / US88167AAS06 (Registered) | $600,000,000 | $200,000,000 (equivalent) | 4 | $200,000 and integral multiples of $1,000 in excess thereof | June 15, 2029 | 3.875% U.S. Treasury due April 30, 2030 | FIT1 | +135 | See Note (4) | $50.00 | See Note (5) |
| 7.375% Sustainability- Linked Senior Notes due 2029 | Teva Pharmaceutical Finance Netherlands II B.V. | XS2592804434 / 259280443 (Registered) | €800,000,000 | 5 | €100,000 and integral multiples of €1,000 in excess thereof | June 15, 2029 | 2029 Euro Notes Interpolated Mid-Swap Rate | IRSB EU<GO> (7) | +150 | See Note (4) | €50.00 | See Note (5) | ||
| 8.125% Sustainability- Linked Senior Notes due 2031 | Teva Pharmaceutical Finance Netherlands III B.V. | 88167AAR2 / US88167AAR23 (Registered) | $500,000,000 | 6 | $200,000 and integral multiples of $1,000 in excess thereof | June 15, 2031 | 3.875% U.S. Treasury due April 30, 2030 | FIT1 | +155 | See Note (4) | $50.00 | See Note (5) |
(1) The Pool 1 Maximum Amount of $1,550,000,000 represents the maximum aggregate purchase price in respect of Pool 1 Notes that will be purchased in the Pool 1 Tender Offers. The Pool 2 Maximum Amount of $250,000,000 (equivalent) represents the maximum aggregate purchase price in respect of Pool 2 Notes that will be purchased in the Pool 2 Tender Offers. The Pool 3 Maximum Amount of $200,000,000 (equivalent) represents the maximum aggregate purchase price in respect of Pool 3 Notes that will be purchased in the Pool 3 Tender Offers. The Pool Tender Caps can be increased or decreased at Teva's sole discretion, and in each case are exclusive of Accrued Interest.
(2) Subject to the Total Maximum Amount, the Pool 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. Notes tendered at or prior to the Early Tender Time will also be accepted for purchase in priority to Notes tendered thereafter.
(3) Excludes accrued and unpaid interest, which will also be paid.
(4) The Tender Offer Consideration in respect of the Notes of each relevant series will equal the applicable Total Consideration minus the applicable Early Tender Premium.
(5) The Total Consideration in respect of the Pool 3 Notes of each relevant series shall be calculated from the applicable Reference Yield and the applicable Fixed Spread and which, when calculated in such manner, already includes the applicable Early Tender Premium. The applicable Total Consideration will be calculated with reference to the First Par Call Date, as detailed in the Offer to Purchase.
(6) Such amount already includes the Early Tender Premium.
(7) Pricing Source: BGN.
The Offers will expire at 5:00 p.m., Eastern Time, on Tuesday, June 17, 2025, 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 Monday, June 2, 2025, 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 Monday, June 2, 2025 (the "Early Tender Time") and accepted for purchase will receive the applicable "Total Consideration," which already includes an early tender premium of $50.00 per $1,000 or €50.00 per €1,000, as applicable, purchase price of the Notes accepted for purchase (the "Early Tender Premium"). With respect to the Pool 3 Notes, the Total Consideration payable for each series of Pool 3 Notes will be a price for each $1,000 or €1,000 purchase price of such series of Notes (subject in each case to the Minimum Authorized Denomination (as defined in the Offer to Purchase) of the relevant series of Notes), as applicable, validly tendered and not validly withdrawn pursuant to the Offers at or prior to the Early Tender Time and accepted for purchase by the Teva (subject to the applicable Acceptance Priority Levels (as defined below) and to proration, if any) that shall be equal to an amount, calculated in accordance with the respective formulas described in Schedules A-1 or A-2 of the Offer to Purchase, as applicable (rounded to the nearest cent, with half a cent rounded upwards) that would reflect, as of the Initial Settlement Date (as defined below), a yield to the First Par Call Date equal to the sum (with such sum being converted from an annual to a semi-annual basis, in the case of the Priority 5 Notes only) of (a) the Reference Yield for such series of Notes at 10:30 a.m. (Eastern time) on June 3, 2025 (such time and date, as the same may be extended, the "Price Determination Date") plus (b) the fixed spread applicable to such series as set forth in the table above, exclusive of accrued and unpaid interest on the Notes from, and including, the last interest payment date for such series of Notes to, but not including, the applicable settlement date. The applicable Reference Yield will be calculated in accordance with standard market practice (rounded to 3 decimal points) and will correspond to:
- for the Dollar Notes, the yield corresponding to the bid-side price of the applicable Reference Security as displayed on the applicable reference page/screen (the "Reference Page") set forth in table above; and
- for the Euro Notes, the 2029 Euro Notes Interpolated Mid-Swap Rate (as defined in the Offer to Purchase),
in each case as of the applicable Price Determination Date.
If the Dealer Managers determine that any Reference Page is not operational or is displaying inaccurate information at that time, the bid-side price of the applicable Reference Security or the applicable Interpolated Mid-Swap Rate, as applicable, determined at or around the Price Determination Date shall be determined by such other means as the Company, in consultation with the Dealer Managers, may consider to be appropriate under the circumstances.
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 three business days after the Early Tender Time, or Thursday, June 5, 2025. 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 Friday, June 20, 2025, 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 Pool 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 10:30 a.m., New York City time, on the date of the Early Tender Time, as reported on the Bloomberg screen page "BFIX" under the heading "EUR/USD Fixings" (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 $1,550,000,000 aggregate purchase price of the Pool 1 Notes, no more than $250,000,000 (equivalent) aggregate purchase price of the Pool 2 Notes and no more than $200,000,000 (equivalent) aggregate purchase price of the Pool 3 Notes will be purchased in the Offers (such aggregate purchase prices, the "Pool Tender Caps"). The Total Maximum Amount and the Pool Tender Caps may be increased or decreased by Teva in its sole discretion.
Subject to the Total Maximum Amount, Pool 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 Pool 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 purchase price (exclusive of accrued and unpaid interest) of the Notes of a series validly tendered and not validly withdrawn would cause the applicable Pool Tender Cap to be exceeded, 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 Pool 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, HSBC Bank plc, Intesa Sanpaolo S.p.A., J.P. Morgan Securities plc and Merrill Lynch International (or their respective affiliates) 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) 967-5068 (toll-free), (212) 269-5550 (collect) or +44 20-7920-9700 (UK) or by email at [email protected]. All documentation relating to the offer, together with any updates, will be available via the Offer Website: https://clients.dfkingltd.com/teva. Questions regarding the Offers should be directed to BNP PARIBAS, at +33 1 55 77 78 94 (Europe), +1 (888) 210 4358 (U.S. Toll Free), +1 (212) 841 3059 (U.S.) or by email at [email protected], to HSBC Bank plc, at +44 20 7992 6237 (Europe), +1 (888) HSBC-4LM (U.S. Toll Free), +1 (212) 525-5552 (Collect) or by email at [email protected], to Intesa Sanpaolo S.p.A., at +39 02 7261 6502 or by email at IMI- [email protected], to J.P. Morgan Securities LLC at +1 (866) 834-4666 (U.S. toll free), +1 (212) 834-4818 (Collect), to J.P. Morgan Securities plc at +44 207 134 2468 (Europe) or by email at [email protected], and to Merrill Lynch International at +44 207 996 5420 (Europe), +1 (888) 292-0070 (U.S. Toll Free) or by email at [email protected].
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) is a different kind of global biopharmaceutical leader, one that operates across the full spectrum of innovation to reliably deliver medicines to patients worldwide. For over 120 years, Teva's commitment to bettering health has never wavered. Today, the company's global network of capabilities enables its 37,000 employees across 57 markets to advance health by developing medicines for the future while championing the production of generics and biologics. We are dedicated to addressing patients' needs, now and in the future. Moving forward together with science that treats, inspired by the people we serve. To learn more about how Teva is all in for better health, visit www.tevapharm.com.
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, 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 Quarterly Report on Form 10-Q for the first quarter of 2025 and in our Annual Report on Form 10-K for the year ended December 31, 2024, including the sections thereof captioned "Risk Factors" and "Forward Looking Statements," 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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