Form 6-K TEVA PHARMACEUTICAL INDU For: Aug 02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Teva Pharmaceutical Industries Ltd. |
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(Translation of registrants name into English) | ||||
Israel | ||||
(Jurisdiction of incorporation or organization) | ||||
5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
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(Address of principal executive office) |
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: [x] Form 20-F [ ] Form 40-F | ||||
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] | ||||
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ] | ||||
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: [ ] Yes [x] No | ||||
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
Teva Pharmaceutical Industries Ltd. | ||
Date: 08/02/2016 | By: |
Eyal Desheh |
Name: | Eyal Desheh | |
Title: | Group EVP & CFO | |
Exhibit No. | Description | |
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99.1 | TEVA COMPLETES ACQUISITION OF ACTAVIS GENERICS | |
TEVA COMPLETES ACQUISITION OF ACTAVIS GENERICS
Acquisition Reinforces Tevas Strategy and Opens New Possibilities for the Company in Generics
and Specialty; Serving 250 Million People, Every Day
Jerusalem, August 2, 2016 Teva Pharmaceutical Industries Ltd., (NYSE and TASE: TEVA) and Allergan plc (NYSE: AGN) today announced that Teva has completed its acquisition of Allergans generics business (Actavis Generics).
This strategic acquisition brings together two leading generics businesses with complementary strengths, R&D capabilities, product pipelines and portfolios, geographical footprints, operational networks and cultures. The result is a stronger, more competitive Teva, well positioned to thrive in an evolving global marketplace, to realize the opportunities the very attractive global and U.S generics markets offer, and to deliver the highest-quality generic medicines at the most competitive prices, unlocking value to patients, healthcare systems and investors around the world.
The acquisition of Actavis Generics comes at a time when Teva is stronger than everin both our generics and specialty businesses, said Erez Vigodman, President and CEO, Teva. Through our acquisition of Actavis Generics, we are creating a new Teva with a strong foundation, significantly enhanced financial profile and more diversified revenue sources and profit streams backed by strong product development engines in both generics and specialty. This is a platform that is expected to generate multi-year top-line and bottom-line growth as well as significant cash flow..
Mr. Vigodman continued, We are confident that we can realize the projected synergies and accretion inherent in this acquisition for our stockholders and quickly integrate Actavis Generics into Teva. Furthermore, as a result of our strengthened financial profile following this transaction, we will be even better positioned to reap the benefits of Tevas R&D capabilities to support top-line growth and expand our portfolio across the business. The strong, combined company cash flow will allow for rapid deleveraging and give us the ability to continue capital allocation, with a focus on bolstering our specialty pipeline and product portfolio as well as strengthening shareholder returns.
With the acquisition, Teva now has approximately 338 product registrations pending FDA approval and holds the leading position in first-to-file opportunities with approximately115 pending ANDAs in the U.S. In Europe, after divestitures; Teva will have a pipeline capable of over 5000 launches across the region. In Teva growth markets including, Asia, Africa, Latin America, Middle East, Russia and CIS, there are now approximately 600 pending product approvals. Overall, Teva is planning for 1,500 generic launches globally in 2017.
Tevas products generated approximately $215 billion in savings in the last decade to the U.S. healthcare system; this number will continue to increase and even accelerate as a result of the acquisition.
Teva now has some of the best assets, people and capabilities in the industry. We have a clear responsibility to turn those strengths into meaningful results for patients, customers and the communities we serve, as well as for our shareholders, said Siggi Olafsson, President and CEO, Global Generic Medicines, Teva We are pleased to welcome our talented new colleagues from Actavis Generics, including many first-class scientists and business leaders.
Increased Global Commercial Reach
Tevas acquisition of Actavis Generics improves international commercial opportunities and significantly enhances the global scale of its sales and R&D platforms. Offering access to the worlds largest drug cabinetwith more than 1,800 medicines and 16,000 productsTeva now has a commercial presence across 80 markets, including a top-three leadership position in over 40 markets and global leadership in all key global markets.
Financial Highlights
Teva expects to achieve cost synergies and tax savings of approximately $1.4 billion annually by the end of 2019, by eliminating duplication and inefficiencies on a global scale and capturing economies of scale..
Allergan plc received $33.43 billion in cash and approximately 100 million Teva shares.
Strong Combined Global Leadership Team and Employees with Deep Experience across the Business
The two companies share a close cultural and strategic fit, and Teva is focused on leveraging both organizations competencies and talent. The combined companys expanded senior management team is comprised of leaders from both Teva and Actavis. It is structured to leverage the strong talent from both organizations to ensure that the new company capitalizes on its expanded global commercial footprint and Tevas continued strength as a world leader in generics. With this structure in place beginning on Day One, the company is immediately positioned to maximize growth across all of its global businesses.
Operational Integration and Readiness
Since the acquisition agreement was announced in July 2015, integration teams at Teva and Actavis Generics have worked diligently to plan for integration of the two companies in order to ensure that the combined company is fully operational immediately upon the closing of the transaction. As a result of these actions, Teva will begin to capitalize on the benefits offered by the acquisition of Actavis Generics starting immediately.
Our ability to close a transaction of this size successfully and be operational on Day One is a true testament to the dedication of the integration planning teams at both companies, said Richard Daniell, Teva Chief Integration Officer. Because business continuity was a primary objective throughout the integration process, our leaders and colleagues are in a position to quickly build on Tevas solid financial foundation, operational discipline and diverse product base to continue to improve our performance.
About Teva
Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) is a leading global pharmaceutical
company that delivers high-quality, patient-centric healthcare solutions used by millions of
patients every day. Headquartered in Israel, Teva is the worlds 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.
Tevas net revenues in 2015 amounted to $19.7 billion. For more information, visit
www.tevapharm.com.
Tevas Safe Harbor Statement under the U. S. Private Securities Litigation Reform Act of 1995:
This release contains forward-looking statements, which are based on managements current beliefs
and expectations and involve a number of known and unknown risks and uncertainties that could cause
our future results, performance or achievements to differ significantly from the results,
performance or achievements expressed or implied by such forward-looking statements. Important
factors that could cause or contribute to such differences include risks relating to: our ability
to develop and commercialize additional pharmaceutical products; competition for our specialty
products, especially Copaxone® (which faces competition from orally-administered alternatives and a
generic version); our ability to consummate the acquisition of Allergan plcs worldwide generic
pharmaceuticals business (Actavis Generics) and to realize the anticipated benefits of such
acquisition (and the timing of realizing such benefits); the fact that following the consummation
of the Actavis Generics acquisition, we will be dependent to a much larger extent than previously
on our generic pharmaceutical business; potential restrictions on our ability to engage in
additional transactions or incur additional indebtedness as a result of the substantial amount of
debt we will incur to finance the Actavis Generics acquisition; the fact that for a period of time
following the consummation of the Actavis Generics acquisition, we will have significantly less
cash on hand than previously, which could adversely affect our ability to grow; the possibility of
material fines, penalties and other sanctions and other adverse consequences arising out of our
ongoing FCPA investigations and related matters; our ability to achieve expected results from
investments in our pipeline of specialty and other products; our ability to identify and
successfully bid for suitable acquisition targets or licensing opportunities, or to consummate and
integrate acquisitions; the extent to which any manufacturing or quality control problems damage
our reputation for quality production and require costly remediation; increased government scrutiny
in both the U.S. and Europe of our patent settlement agreements; our exposure to currency
fluctuations and restrictions as well as credit risks; the effectiveness of our patents,
confidentiality agreements and other measures to protect the intellectual property rights of our
specialty medicines; the effects of reforms in healthcare regulation and pharmaceutical pricing,
reimbursement and coverage; competition for our generic products, both from other pharmaceutical
companies and as a result of increased governmental pricing pressures; governmental investigations
into sales and marketing practices, particularly for our specialty pharmaceutical products; adverse
effects of political or economic instability, major hostilities or acts of terrorism on our
significant worldwide operations; interruptions in our supply chain or problems with internal or
third-party information technology systems that adversely affect our complex manufacturing
processes; significant disruptions of our information technology systems or breaches of our data
security; competition for our specialty pharmaceutical businesses from companies with greater
resources and capabilities; the impact of continuing consolidation of our distributors and
customers; decreased opportunities to obtain U.S. market exclusivity for significant new generic
products; potential liability in the U.S., Europe and other markets for sales of generic products
prior to a final resolution of outstanding patent litigation; our potential exposure to product
liability claims that are not covered by insurance; any failure to recruit or retain key personnel,
or to attract additional executive and managerial talent; any failures to comply with complex
Medicare and Medicaid reporting and payment obligations; significant impairment charges relating to
intangible assets, goodwill and property, plant and equipment; the effects of increased leverage
and our resulting reliance on access to the capital markets; potentially significant increases in
tax liabilities; the effect on our overall effective tax rate of the termination or expiration of
governmental programs or tax benefits, or of a change in our business; variations in patent laws
that may adversely affect our ability to manufacture our products in the most efficient manner;
environmental risks; and other factors that are discussed in our Annual Report on Form 20-F for the
year ended December 31, 2015 and in our other filings with the U.S. Securities and Exchange
Commission (the SEC). 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, whether as a result of new information, future events or otherwise.
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