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TEL AVIV, Israel, May 22, 2025 (GLOBE NEWSWIRE) — Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) (“Teva”) announced today that it is increasing the maximum tender amount of its tender offer previously announced on May 19, 2025 from $2.0 billion (equivalent) aggregate cash purchase price (exclusive of accrued and unpaid interest) to approximately $2.25 billion (equivalent) aggregate cash purchase price (exclusive of accrued and unpaid interest) (the “Total Maximum Amount”).
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Teva is also increasing the Pool Tender Caps applicable to the Pool 2 Notes and the Pool 3 Notes (each, as defined below) from $250.0 million (equivalent) to $350.0 million (equivalent) and from $200.0 million (equivalent) to $350.0 million (equivalent), respectively, in each case representing aggregate cash purchase price (exclusive of accrued and unpaid interest).
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Teva is offering to purchase (collectively, the “Offers” and each, an “Offer”), for cash, its 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 “Tender Notes”).
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Below is a summary of certain terms of the Offers following the increases to the Total Maximum Amount and the Pool Tender Caps applicable to the Pool 2 Notes and the Pool 3 Notes.
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| 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 | $350,000,000 (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 | $350,000,000 (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 (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) | ||
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