Teva Reiterates Commitment to Cash-and-Stock Acquisition of Mylan for $82.00 Per Share
28 April 2015 - 12:37AM
Business Wire
Provides Significant Premium and Immediate
Value for Mylan Stockholders and Opportunity to Participate in
Upside Potential of Combined Company
Combination More Attractive for Mylan
Stockholders Than Any Other Alternative
Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) today
reiterated its commitment to its proposed combination with Mylan
N.V. (NASDAQ: MYL). As previously announced on April 21, 2015, Teva
has proposed to acquire Mylan for $82.00 per share, with the
consideration to be comprised of approximately 50 percent cash and
50 percent stock. Teva’s proposal for Mylan implies a total equity
value of approximately $43 billion.
Erez Vigodman, President and CEO of Teva, commented, “While we
are disappointed that Mylan has formally rejected our proposal, the
Teva Board and management team are fully committed to completing
the combination of Teva and Mylan, and we stand ready to quickly
complete a transaction that is compelling for both Teva and Mylan
stockholders. We are eager to work with Mylan and its advisors to
complete a transaction that will allow us to deliver the value
inherent in the proposed combination to our respective
stockholders, employees, patients, customers, communities and other
stakeholders.”
Among other things, Teva noted the following:
- The Teva Board and management team
are committed to consummating a transaction as soon as
possible. Teva is prepared to devote all necessary resources to
completing the proposed transaction. Teva stands ready and willing
to meet with Mylan and its advisors immediately. Teva continues to
believe stockholders of both companies will be best served by Teva
and Mylan commencing good faith discussions in order to effect the
proposed business combination.
- Teva’s proposal is extremely
attractive for Mylan stockholders. Teva is offering a
substantial premium, immediate cash value and the opportunity to
participate in the significant upside potential of a financially
and commercially stronger company. Specifically, Teva’s proposal
would provide Mylan stockholders with consideration representing a
48.3% premium to the unaffected stock price of Mylan on March 10,
2015, which is the last day of trading prior to widespread
speculation of a transaction between Teva and Mylan.
- A transaction with Teva would
deliver more value to Mylan stockholders than any other
alternative. Given that Teva and Mylan have complementary
assets and capabilities, Teva believes the combined company could
realize substantial synergies of approximately $2 billion annually.
Teva expects the savings to be largely achieved by the third
anniversary of the closing of the transaction, and to come from
operational, SG&A, manufacturing and R&D efficiencies, as
well as tax savings.
- The proposed combination of Teva and
Mylan makes compelling strategic and financial sense. Together,
Teva and Mylan would have the financial profile and operational
infrastructure to be a more efficient, competitive and profitable
company, set new standards for innovation in the industry, and meet
the evolving needs of patients and customers around the world.
- Regulatory clearances for the
proposed combination are underway. Teva has already filed for
premerger notification under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (HSR), has begun the pre-notification
process with the European Commissionand believes any regulatory
requirements necessary to complete a combination with Mylan will be
met in a timely manner. Teva has carefully studied the regulatory
aspects of a combination of Teva and Mylan, in conjunction with its
advisors. Teva is confident that it would be able to structure a
transaction that would not contain material impediments to closing
and that it can determine and promptly implement divestitures, as
necessary, to gain regulatory clearances. Teva intends to work
cooperatively with antitrust authorities and expects that the
proposed transaction can be completed by year-end 2015.
As previously announced, the transaction would not be subject to
a financing condition or require a Teva stockholder vote. Teva’s
proposal is contingent on Mylan not completing its proposed
acquisition of Perrigo or any alternative transactions.
Barclays and Greenhill & Co. are serving as financial
advisors to Teva. Kirkland & Ellis LLP and Tulchinsky Stern
Marciano Cohen Levitski & Co are serving as legal counsel to
Teva, with De Brauw Blackstone Westbroek and Loyens & Loeff
N.V. acting as legal advisors in the Netherlands.
About Teva
Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) is a
leading global pharmaceutical company that delivers high-quality,
patient-centric healthcare solutions to millions of patients every
day. Headquartered in Israel, Teva is the world’s largest generic
medicines producer, leveraging its portfolio of more than 1,000
molecules to produce a wide range of generic products in nearly
every therapeutic area. In specialty medicines, Teva has a
world-leading position in innovative treatments for disorders of
the central nervous system, including pain, as well as a strong
portfolio of respiratory products. Teva integrates its generics and
specialty capabilities in its global research and development
division to create new ways of addressing unmet patient needs by
combining drug development capabilities with devices, services and
technologies. Teva’s net revenues in 2014 amounted to $20.3
billion. For more information, visit www.tevapharm.com.
Safe Harbor Statement
This communication 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 involve a number of assumptions, known and unknown
risks and uncertainties that change over time and could cause
future results, performance or achievements to differ materially
from the results, performance or achievements expressed or implied
by such forward-looking statements. These assumptions, known and
unknown risks and uncertainties include, but are not limited to,
those discussed in our Annual Report on Form 20-F for the year
ended December 31, 2014 and in our other filings with the U.S.
Securities and Exchange Commission (the “SEC”), and those relating
to Mylan’s business, as detailed from time to time in Mylan’s
filings with the SEC, which factors are incorporated herein by
reference. Forward-looking statements are generally identified by
the words “expects,” “anticipates,” “believes,” “intends,”
“estimates,” “will,” “would,” “could,” “should,” “may,” “plans” and
similar expressions. All statements, other than statements of
historical fact, are statements that could be deemed to be
forward-looking statements, including statements about the proposed
acquisition of Mylan, the financing of the proposed transaction,
the expected future performance (including expected results of
operations and financial guidance), and the combined company’s
future financial condition, operating results, strategy and plans.
Important factors that could cause actual results, performance or
achievements to differ materially from the forward-looking
statements we make in this communication include, but are not
limited to: the ultimate outcome of any possible transaction
between Teva and Mylan, including the possibility that no
transaction between Teva and Mylan will be effected or that a
transaction will be pursued on different terms and conditions; the
effects of the business combination of Teva and Mylan, including
the combined company’s future financial condition, operating
results, strategy and plans; uncertainties as to the timing of the
transaction; the possibility that the expected benefits of the
transaction and the integration of our operations with Mylan’s
operations (including any expected synergies) will not be fully
realized by us or may take longer to realize than expected; adverse
effects on the market price of Teva’s or Mylan’s shares, including
negative effects of this communication or the consummation of the
possible transaction; the ability to obtain regulatory approvals on
the terms proposed or expected and satisfy other conditions to the
offer, including any necessary stockholder approval, in each case,
on a timely basis; our and Mylan’s ability to comply with all
covenants in our or its current or future indentures and credit
facilities, any violation of which, if not cured in a timely
manner, could trigger a default of other obligations under cross
default provisions; our and Mylan’s exposure to currency
fluctuations and restrictions as well as credit risks; the effects
of reforms in healthcare regulation and pharmaceutical pricing and
reimbursement; uncertainties surrounding the legislative and
regulatory pathways for the registration and approval of
biotechnology-based medicines; the impact of competition from other
market participants; adverse effects of political or economic
instability, corruption, major hostilities or acts of terrorism on
our or Mylan’s significant worldwide operations; other risks,
uncertainties and other factors detailed in our Annual Report on
Form 20-F for the year ended December 31, 2014 and in our other
filings with the SEC; and the risks and uncertainties and other
factors detailed in Mylan’s reports and documents filed with the
SEC. All forward-looking statements attributable to us or any
person acting on our behalf are expressly qualified in their
entirety by this cautionary statement. Readers are cautioned not to
place undue reliance on any of these forward-looking statements.
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 statement, whether as a result of new information,
future events or otherwise.
ADDITIONAL INFORMATION
This communication is for informational purposes only and does
not constitute an offer to buy or solicitation of an offer to sell
any securities. This communication relates to a proposal which Teva
has made for a business combination transaction with Mylan. In
furtherance of this proposal and subject to future developments,
Teva and Mylan may file one or more proxy statements, registration
statements or other documents with the SEC. This communication is
not a substitute for any proxy statement, registration statement,
prospectus or other document Teva and/or Mylan have filed or may
file with the SEC in connection with the proposed transaction. No
offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE PROXY STATEMENT(s), REGISTRATION STATEMENT,
PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Any definitive proxy statement(s) (if and when
available) will be mailed to stockholders. Investors and security
holders may obtain free copies of this communication, any proxy
statement, registration statement, prospectus and other documents
(in each case, if and when available) filed with the SEC by Teva
through the web site maintained by the SEC at
http://www.sec.gov.
Teva Pharmaceutical Industries
Ltd.InvestorsUnited StatesKevin C. Mannix,
215-591-8912orRan Meir, 215-591-3033orD.F. King & Co.,
Inc.Jordan Kovler / Tom Germinario212- 269-5550orIsraelTomer
Amitai, 972 (3) 926-7656orMediaTeva United
StatesDenise Bradley, 215-591-8974orUnited StatesJoele Frank,
Wilkinson Brimmer KatcherJoele Frank / Tim Lynch / Meaghan
Repko212-355-4449orTeva IsraelIris Beck Codner, 972 (3)
926-7687orThe NetherlandsCitigate First FinancialUneke Dekkers /
Petra Jager / Suzanne Bakker+ 31 20 575 40 10
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