Teva starts tender offer for $2.25 billion of notes due 2023 to 2026

Chicago, Feb. 27 – Israel’s Teva Pharmaceutical Industries Ltd. commenced a cash tender offer for up to $2.25 billion maximum amount of several series of notes issued by finance subsidiaries of Teva and guaranteed by the parent, according to a press release.

Listed in order of acceptance, with a $1.6 billion subcap on the first three series, the company is offering to buy from the following:

• $1 billion outstanding 7 1/8% senior notes due 2025 issued by Teva Pharmaceutical Finance Netherlands III BV (Cusips: 88167AAN1, 88167AAM3) for a total consideration of $1,012.50 per note;

• €1 billion outstanding 6% senior notes due 2025 issued by Teva Pharmaceutical Finance Netherlands II BV (Cusips: 219821395, 208396323, 20839626) for a total consideration of €1,018.75 per note;

• €900 million outstanding 4½% senior notes due 2025 issued by Teva Pharmaceutical Finance Netherlands II BV (ISINs: XS1813724603, XS1789459473, XS1789456024) for a total consideration of €995 per note;

• Up to $400 million of the $1,453,894,000 outstanding 2.8% senior notes due 2023 issued by Teva Pharmaceutical Finance Netherlands III BV (Cusip: 88167AAD3) for a total consideration of $991.25 per note;

• Up to $250 million of the $1.25 billion outstanding 6% senior notes due 2024 issued by Teva Pharmaceutical Finance Netherlands III BV (Cusips: 88167AAL5, 88167AAH4, N8540WAA2) for a total consideration of par; and

• Up to $250 million of the $3.5 billion outstanding 3.15% senior notes due 2026 issued by Teva Pharmaceutical Finance Netherlands III BV (Cusip: 88167AAE1) for a total consideration of $872.50 per note.

Notes are based on par of $1,000 or par of €1,000.

The total considerations include a $30 or €30 early tender premium.

Unpaid interest will also be paid.

Funding for the tender offer is expected to come from a new offering of notes for at least $2 billion. The tender offer is conditioned on the new notes.

The full consideration will be paid to noteholders who tender by the 5 p.m. ET early tender time on March 10.

Initial settlement is expected for March 15.

The offer expires at 5 p.m. ET on March 27.

Final settlement is planned for March 30.

The total maximum amount and tender caps will be finalized at 10 a.m. ET on the early tender date, to account for the currency differences.

There are no guaranteed delivery provisions.

Tenders may be subject to proration.

D.F. King & Co., Inc. is the information and tender agent for the offer (800 713-9960, 212 269-5550, teva@dfking.com, https://sites.dfking.com/teva).

The dealer managers for the offer are Citigroup Global Markets Europe AG (+44 20 7986 8969, liabilitymanagement.europe@citi.com), Mizuho Securities Europe GmbH (+44 20 7090 6134, 866 271-7403, liabilitymanagement@uk.mizuho-sc.com), Goldman Sachs & Co. LLC (212 902-5962, 800 828-3182, GS-LM-NYC@gs.com), MUFG Securities (Europe) NV (212 405-7481, 877 744-4532, +33 1 70 91 42 55, DCM-LiabilityManagement@int.sc.mufg.jp) and PNC Capital Markets LLC (855 881-0697, secsett@pnc.com).

The pharmaceutical company is based in Tel Aviv.

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