JERUSALEM. - Tuesday, April 28th 2015 [ME NewsWire]
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
(BUSINESS
WIRE) 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.
Contacts
Teva Pharmaceutical Industries Ltd.
Investors
United States
Kevin C. Mannix, 215-591-8912
or
Ran Meir, 215-591-3033
or
D.F. King & Co., Inc.
Jordan Kovler / Tom Germinario
212- 269-5550
or
Israel
Tomer Amitai, 972 (3) 926-7656
Media
Teva United States
Denise Bradley, 215-591-8974
or
United States
Joele Frank, Wilkinson Brimmer Katcher
Joele Frank / Tim Lynch / Meaghan Repko
212-355-4449
or
Teva Israel
Iris Beck Codner, 972 (3) 926-7687
or
The Netherlands
Citigate First Financial
Uneke Dekkers / Petra Jager / Suzanne Bakker
+ 31 20 575 40 10
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