Teva Announces Increase of the Maximum Tender Amount of its Debt Tender Offer and Increases to Pool Tender Caps for Pool 2 Notes and Pool 3 Notes

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 ”).Teva is also increasing the Pool Tender Caps applicable to the Pool 2 Notes and the Pool 3 Notes (each, as defined...

TEL AVIV, 22/05/2025 (informazione.news - comunicati stampa - salute e benessere)

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 ”).

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). 

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 ”).

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.

As previously announced, Teva successfully priced its concurrent offering of approximately $2.3 billion (equivalent) of senior notes (the “ Notes ”) on May 20, 2025, which represented an upsize from its previously announced offering size of $2.0 billion (equivalent). The settlement of the Notes is expected to occur on or about May 28, 2025, subject to customary closing conditions. The settlement of the Notes will satisfy the financing condition to the Offer. The Offer remains subject to the satisfaction or waiver of certain customary conditions set out in the Offer to Purchase relating to the Offer, dated May 19, 2025 (the “ Offer to Purchase ”), which is available via the offer website: https://clients.dfkingltd.com/teva.

Teva reserves the right at its sole discretion to (i) waive any and all conditions to an Offer with respect to one or more series of Tender Notes; (ii) extend or terminate an Offer with respect to one or more series of Tender Notes at any time; (iii) increase or decrease the Total Maximum Amount; (iv) increase or decrease the Pool Tender Caps; or (v) otherwise amend an Offer with respect to one or more series of Tender Notes in any respect, in each case, subject to applicable law and in accordance with the terms set forth in the Offer to Purchase.

The Offers will expire at 5:00 p.m., Eastern Time, on Tuesday, June 17, 2025, unless extended or earlier terminated (as it may be extended or earlier terminated, the “ Expiration Time ”). Tenders of Tender Notes may be withdrawn at any time at or prior to 5:00 p.m., Eastern Time, on Monday, June 2, 2025, but may not be withdrawn thereafter, except in certain limited circumstances where additional withdrawal rights are required by law. Holders of the Tender Notes that are validly tendered and not validly withdrawn at or prior to 5:00 p.m., Eastern Time, on Monday, June 2, 2025 (the “ Early Tender Time ”) and accepted for purchase will receive the applicable Total Consideration as set forth in the Offer to Purchase.

Except as described above in respect of the Total Maximum Amount and the Pool Tender Caps, the terms of the Offer remain unchanged, including the Total Consideration, the Early Tender Premium and the Tender Offer Consideration, each as defined in the Offer to Purchase. Holders who have previously validly tendered (and not withdrawn) their Tender Notes will not need to re-tender their Tender Notes to be eligible to receive the Total Consideration.

BNP PARIBAS, HSBC Bank plc, Intesa Sanpaolo S.p.A., J.P. Morgan Securities plc and Merrill Lynch International (or their respective affiliates) are acting as the Dealer Managers for the Offer. The information and tender agent (the “ Information and Tender Agent ”) for the Offers is D.F. King. Copies of the Offer to Purchase are available by contacting the Information and Tender Agent at (800) 967-5068 (toll-free), (212) 269-5550 (collect) or +44 20-7920-9700 (UK) or by email at teva@dfkingltd.com. All documentation relating to the offer, together with any updates, will be available via the Offer Website: https://clients.dfkingltd.com/teva. Questions regarding the Offers should be directed to BNP PARIBAS, at +33 1 55 77 78 94 (Europe), +1 (888) 210 4358 (U.S. Toll Free), +1 (212) 841 3059 (U.S.) or by email at liability.management@bnpparibas.com, to HSBC Bank plc, at +44 20 7992 6237 (Europe), +1 (888) HSBC-4LM (U.S. Toll Free), +1 (212) 525-5552 (Collect) or by email at LM_EMEA@hsbc.com, to Intesa Sanpaolo S.p.A., at +39 02 7261 6502 or by email at IMI-liability.management@intesasanpaolo.com, to J.P. Morgan Securities LLC at +1 (866) 834-4666 (U.S. toll free), +1 (212) 834-4818 (Collect), to J.P. Morgan Securities plc at +44 207 134 2468 (Europe) or by email at liability_management_emea@jpmorgan.com, and to Merrill Lynch International at +44 207 996 5420 (Europe), +1 (888) 292-0070 (U.S. Toll Free) or by email atDG.LM-EMEA@bofa.com.

This announcement shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any Tender Notes. The Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

Capitalized terms used in this announcement but not otherwise defined shall have the meanings given to them in the Offer to Purchase.

About Teva

Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) is a different kind of global biopharmaceutical leader, one that operates across the full spectrum of innovation to reliably deliver medicines to patients worldwide. For over 120 years, Teva's commitment to bettering health has never wavered. Today, the company's global network of capabilities enables its 37,000 employees across 57 markets to advance health by developing medicines for the future while championing the production of generics and biologics. We are dedicated to addressing patients' needs, now and in the future. Moving forward together with science that treats, inspired by the people we serve.

Cautionary Note Regarding Forward-Looking Statements

This press release 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 are subject to substantial risks and uncertainties, both known and unknown, that could cause our future results, performance or achievements to differ significantly from that expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include risks relating to: completion of the previously announced offering of senior notes and the Offers for certain outstanding notes; our significant indebtedness, which may limit our ability to incur additional indebtedness, engage in additional transactions or make new investments, and may result in a further downgrade of our credit ratings; our inability to raise debt or borrow funds in amounts or on terms that are favorable to us; and other factors discussed in our Quarterly Report on Form 10-Q for the first quarter of 2025, our Annual Report on Form 10-K for the year ended December 31, 2024, including the sections thereof captioned “Risk Factors” and “Forward Looking Statements,” and other filings with the SEC, which are available at www.sec.gov. 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 statements or other information contained herein, whether as a result of new information, future events or otherwise. You are cautioned not to put undue reliance on these forward-looking statements. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions.

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