Teva Pharmaceutical Industries Ltd - Tender Offer - Eary Tender Results & Update

Teva Announces Early Tender Results of its Debt Tender Offer, Increases to Tender Caps and Election of Early Settlement

13 MARCH 2023

Full announcement available via Businesswire

"TEL AVIV, Israel--(BUSINESS WIRE)--Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) (“Teva”) announced today the early tender results in connection with its previously announced tender offers (the “Offers”) and that it is increasing the tender caps as specified below for the following series of notes issued by finance subsidiaries of

Teva and guaranteed by Teva:

· 7.125% Senior Notes due 2025, CUSIP 88167AAN1 / ISIN US88167AAN19 (Registered), CUSIP 88167A AM3 / ISIN US88167AAM36 (144A), CUSIP N8540W AC8 / ISIN USN8540WAC84 (Reg S), issued by Teva Pharmaceutical Finance Netherlands III B.V. (the “Priority 1 Notes”);

· 6.000% Senior Notes due 2025, Common Code 219821395 / ISIN XS2198213956 (Registered), Common Code 208396323 / ISIN XS2083963236 (144A), Common Code 208396269 / ISIN XS2083962691 (Reg S) issued by Teva Pharmaceutical Finance Netherlands II B.V. (the “Priority 2 Notes”);

· 4.500% Senior Notes due 2025, CUSIP XS1813724603 (Registered), Common Code 178945947 / ISIN XS1789459473 (144A), Common Code 178945602 / XS1789456024 (Reg S), issued by Teva Pharmaceutical Finance Netherlands II B.V. (the “Priority 3 Notes,” and together with the Priority 1 Notes and the Priority 2 Notes, the “Pool 1 Notes”);

· 2.800% Senior Notes due 2023, CUSIP 88167A AD3 / US88167AAD37 (Registered), issued by Teva Pharmaceutical Finance Netherlands III B.V. (the “Pool 2 Notes”);

· 6.000% Senior Notes due 2024, CUSIP 88167AAL5/ ISIN US88167AAL52 (Registered), CUSIP 88167A AH4 / ISIN US88167AAH41 (144A), CUSIP N8540W AA2 / ISIN USN8540WAA29 (Reg S), issued by Teva Pharmaceutical Finance Netherlands III B.V. (the “Pool 3 Notes”); and

· 3.150% Senior Notes due 2026, CUSIP 88167A AE1 / ISIN US88167AAE10 (Registered), issued by Teva Pharmaceutical Finance Netherlands III B.V. (the “Pool 4 Notes,” and together with the Pool 1 Notes, the Pool 2 Notes and the Pool 3 Notes, the “Notes”).

In addition, Teva has exercised its discretion to increase the tender cap for the Pool 1 Notes from $1,600,000,000 (equivalent) to $1,650,000,000 (equivalent) (the “Pool 1 Tender Cap”), the tender cap for the Pool 2 Notes from $400,000,000 to $450,000,000 (the “Pool 2 Tender Cap”) and the tender cap for the Pool 3 Notes from $250,000,000 to $293,285,000 (the “Pool 3 Tender Cap”). The tender cap for the Pool 4 Notes of $250,000,000 (the “Pool 4 Tender Cap” and, together with the Pool 1 Tender Cap, the Pool 2 Tender Cap and the Pool 3 Tender Cap, the “Tender Caps”) will remain unchanged. Except as provided above, the terms and conditions of the Offers remain unchanged, including the combined aggregate purchase price (exclusive of accrued and unpaid interest) of $2,500,000,000 (the “Total Maximum Amount”)."

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TEVA ANNOUNCES $2,250,000,000 DEBT TENDER OFFERS FOR NOTES DUE 2023- 2026

27 FEBRUARY 2023

Full announcement available via Euronext

TEL AVIV -- (Business Wire) February 27, 2023 – 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 $2,250,000,000 (the “Total Maximum Amount”) of the following series of notes issued by finance subsidiaries of Teva and guaranteed by Teva:

• 7.125% Senior Notes due 2025, CUSIP 88167AAN1 / ISIN US88167AAN19 (Registered), CUSIP 88167A AM3 / ISIN US88167AAM36 (144A), CUSIP N8540W AC8 / ISIN USN8540WAC84 (Reg S), issued by Teva Pharmaceutical Finance Netherlands III B.V. (the “Priority 1 Notes”);

• 6.000% Senior Notes due 2025, Common Code 219821395 / ISIN XS2198213956 (Registered), Common Code 208396323 / ISIN XS2083963236 (144A), Common Code 208396269 / ISIN XS2083962691 (Reg S) issued by Teva Pharmaceutical Finance Netherlands II B.V. (the “Priority 2 Notes”);

• 4.500% Senior Notes due 2025, CUSIP XS1813724603 (Registered), Common Code 178945947 / ISIN XS1789459473 / (144A), Common Code 178945602 / XS1789456024 (RegS), issued by Teva Pharmaceutical Finance Netherlands II B.V. (the “Priority 3 Notes,” and together with the Priority 1 Notes and the Priority 2 Notes, the “Pool 1 Notes”);

• 2.800% Senior Notes due 2023, CUSIP 88167A AD3 / US88167AAD37 (Registered), issued by Teva Pharmaceutical Finance Netherlands III B.V. (the “Pool 2 Notes”);

• 6.000% Senior Notes due 2024, CUSIP 88167AAL5/ ISIN US88167AAL52 (Registered), CUSIP 88167A AH4 / ISIN US88167AAH41(144A), CUSIP N8540W AA2 / ISIN USN8540WAA29 (RegS), issued by Teva Pharmaceutical Finance Netherlands III B.V. (the “Pool 3 Notes”); and

• 3.150% Senior Notes due 2026, CUSIP 88167A AE1 / ISIN US88167AAE10 (Registered), issued by Teva Pharmaceutical Finance Netherlands III B.V. (the “Pool 4 Notes,” and together with the Pool 1 Notes, the Pool 2 Notes and the Pool 3 Notes, the “Notes”).

Teva is engaging in the Offers to proactively manage and 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.

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