Teva Pharmaceutical DiligenceLtd. blazoned moment the early tender results in connection with its preliminarily blazoned tender offers (the “ Offers”) and that it’s adding the combined total purchase price ( exclusive of accrued and overdue interest) (the “ Total Maximum Quantum”) from$ to$ for the following series of notes issued by finance accessories of Teva and guaranteed by Teva
.
1.250 Elderly Notes due 2023, ISIN XS1211040917, issued by Teva Pharmaceutical Finance Netherlands IIB.V. (the “ Priority 1 Notes”);
2.800 Elderly Notes due 2023, CUSIP 88167A AD3/ ISIN US88167AAD37, issued by Teva Pharmaceutical Finance Netherlands IIIB.V. (the “ Priority 2 Notes”);
3.250 Elderly Notes due 2022, ISIN XS1812903828 ( Registered), ISIN XS1789747265 (144A), ISIN XS1789745137 ( Rules), issued by Teva Pharmaceutical Finance Netherlands IIB.V. (the “ Priority 3 Notes”);
2.950 Elderly Notes due 2022, CUSIP 88165F AG7/ ISIN US88165FAG72, issued by Teva Pharmaceutical Finance CompanyB.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 Elderly Notes due 2024, ISIN XS1439749281, issued by Teva Pharmaceutical Finance Netherlands IIB.V. (the “ Priority 5 Notes”); and
6.000 Elderly Notes due 2024, CUSIP 88167A AL5/ ISIN US88167AAL52 ( Registered), CUSIP 88167A AH4/ ISIN US88167AAH41 (144A), ISIN USN8540WAA29 ( Rules), issued by Teva Pharmaceutical Finance Netherlands IIIB.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$ ( fellow) to$ ( fellow) (the “ Pool 1 Tender Cap”) and the tender cap for the Pool 2 Notes from$ ( fellow) to$ ( fellow) (the “ Pool 2 Tender Cap” and, together with the Pool 1 Tender Cap, the “ Tender Caps”) Except as handed over, the terms and conditions of the Offers remain unchanged.
The separate top quantities of all series of Notes that were validly proffered and not validly withdrawn at or previous to 500p.m., Eastern Time, on Tuesday, November 9, 2021 (the “ Early Tender Time”) are specified in the table below. Holders who validly proffered and didn’t validly withdraw Notes at or previous to the Early Tender Time and whose Notes are accepted for purchase pursuant to the Offers will admit the applicable “ Total Consideration,” (as defined in the table below), which includes an early tender decoration of$30.00 per$ or€30.00 per€, as applicable.
The following table sets forth 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 Tendered | Tender Caps (principal amount)(1)(2) | Principal Amount to be Accepted | Acceptance Priority Level(3) | Tender Offer Consideration (4) | Early Tender Premium | Total Consideration (4)(5) |
| Pool 1 Tender Offers | 1.250% Senior Notes due 2023 | Teva Pharmaceutical Finance Netherlands II B.V. | XS1211040917 / 121104091N/AN/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 / US88167AAD37N/AN/A | $1,546,106,000 | $1,546,106,000 | 2 | $980.00 | $30.00 | $1,010.00 | ||
| 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 | ||
| 2.950% Senior Notes due 2022 | Teva Pharmaceutical Finance Company B.V. | 88165F AG7 / US88165FAG72/ 086848295 (Registered)N/AN/A | $302,539,000 | $131,715,000(6) | 4 | $986.25 | $30.00 | $1,016.25 | ||
| Pool 2 Tender Offers | 1.125% Senior Notes due 2024 | Teva Pharmaceutical Finance Netherlands II B.V. | XS1439749281 / 143974928N/AN/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 | $1,063.75 |
(1) The Pool 1 Maximum Quantum of$ ( fellow) represents the maximum total star quantum in respect of Pool 1 Notes that will be bought in the Pool 1 Tender Offers. The Pool 2 Maximum Quantum of$ ( fellow) represents the maximum total star quantum in respect of Pool 2 Notes that will be bought in the Pool 2 Tender Offers.
(2) In order to determine whether the Total Maximum Quantum and Tender Caps have been reached, an exchange rate of$1.16 = €1.00 has been used, as determined at 1000a.m. Eastern Time on the date of the Early Tender Time.
(3) Subject to the Total Maximum Quantum, the Tender Caps and proration, the top quantum of each series of Notes that’s bought in each of the Offers will be determined in agreement with the applicable acceptance precedence position (in numerical precedence order) specified in this column.
(4) Excludes accrued and overdue interest, which also will be paid.
(5) Includes the Early Tender Premium.
(6) Reflects the approximate proration factor of43.7 for Teva Pharmaceutical Finance CompanyB.V.’s2.950 Elderly Notes due 2022.
About Teva
Teva Pharmaceutical DiligenceLtd. (NYSE and TASE TEVA) has been developing and producing drugs to ameliorate people’s lives for further than a century. We’re a global leader in general and specialty drugs with a portfolio conforming of over products in nearly every remedial area. Around 200 million people around the world take a Teva drug every day, and are served by one of the largest and most complex force chains in the pharmaceutical assiduity. Along with our established presence in generics, we’ve significant innovative exploration and operations supporting our growing portfolio of specialty and biopharmaceutical products.
Source link: https://www.tevapharm.com/
