Form 6-K TEVA PHARMACEUTICAL INDU For: Jan 06

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2016

Commission File Number 0-16174

 

 

TEVA PHARMACEUTICAL INDUSTRIES LTD

(Translation of registrant’s name into English)

 

 

5 Basel Street, P.O. Box 3190

Petach Tikva 4951033 Israel

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F x            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): ¨

Note: This Report of Foreign Private Issuer on Form 6-K is hereby incorporated by reference in the Registration Statement on Form F-3 (Registration No. 333-208238) of Teva Pharmaceutical Industries Limited and in the prospectus contained therein, and the prospectus supplements relating thereto, to the extent not superseded by documents or reports subsequently filed with the Securities and Exchange Commission.

 

 

 

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As previously disclosed by Teva Pharmaceutical Industries Limited (the “Company”), Barclays Capital Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed in Schedule I to those certain underwriting agreements, dated December 2, 2015 (the “Underwriters”), exercised the Underwriters’ options to purchase an additional 5,400,000 American Depositary Shares and an additional 337,500 7.00% Mandatory Convertible Preferred Shares of the Company to cover overallotments. The closing of such purchases occurred on January 6, 2016.

The legality opinion of Tulchinsky Stern Marciano Cohen Levitski & Co. as to matters of Israeli law is attached hereto as Exhibit 5.1 and is incorporated herein by reference. The legality opinion of Willkie Farr & Gallagher LLP as to matters of New York law is attached hereto as Exhibit 5.2 and is incorporated herein by reference.

 

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SIGNATURES

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.
		By:		/s/ Eyal Desheh
		Name:		Eyal Desheh
		Title:		Group EVP & CFO

Date: January 6, 2016

 

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EXHIBIT INDEX

 

Exhibit		Description of Exhibit
Exhibit 5.1		Opinion of Tulchinsky Stern Marciano Cohen Levitski & Co. (Israeli law).
Exhibit 5.2		Opinion of Willkie Farr & Gallagher LLP (New York law).
Exhibit 23.1		Consent of Tulchinsky Stern Marciano Cohen Levitski & Co. (included in Exhibit 5.1).
Exhibit 23.2		Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.2).

 

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EXHIBIT 5.1

 

January 6, 2016

Teva Pharmaceutical Industries Limited

5 Basel Street

Petach Tikvah 4951033

Israel

Ladies and Gentlemen:

We have acted as Israeli counsel for Teva Pharmaceutical Industries Limited, an Israeli corporation (“Teva” or the “Company”), in connection with: (i) the issuance and sale by the Company of 5,400,000 Ordinary shares, nominal (par) value NIS 0.10 per share, of Teva (the “Ordinary Shares”), in the form of American Depository Shares (“ADSs”); and (ii) the issuance and sale by the Company of 337,500 Mandatory Convertible Preferred Shares, nominal (par) value NIS 0.10 per share, of Teva, which are convertible into ADSs (the “Preferred Shares” and, together with the Ordinary Shares underlying the ADSs, including the ADSs issuable upon conversion of the Preferred Shares, the “Securities”).

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TULCHINSKY STERN MARCIANO COHEN LEVITSKI & CO.

For purposes of the opinions hereinafter expressed, we have reviewed: (i) the Registration Statement on Form F-3, File No. 333-208238 (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on November 30, 2015, (ii) the prospectus dated November 30, 2015 included in the Registration Statement (the “Base Prospectus”), as supplemented by two respective preliminary prospectus supplements dated November 30, 2015 and two respective prospectus supplements filed in final form with the Commission on December 3, 2015 pursuant to Rule 424(b) under the Securities Act (together with the Base Prospectus, the “Prospectus Supplements”); (iii) the two Underwriting Agreements dated December 2, 2015 among the Company and Barclays Capital Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed therein, relating to the issue and sale by the Company of the Securities (each an “Underwriting Agreement” and jointly, the “Underwriting Agreements”); (iv) the memorandum of association and the articles of association of the Company; (v) copies of the resolutions of the board of directors of the Company or committees thereof; and (vi) such other corporate records, as well as such other materials, as we have deemed necessary as a basis for the opinions expressed herein.

Insofar as the opinions expressed herein involve factual matters, we have relied (without independent factual investigation), to the extent we deemed proper or necessary, upon the documents referred to hereinabove, certificates of, and other communications with, officers and employees of Teva and upon certificates of public officials.

In making our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies and the authenticity of the originals of such copies. We have assumed the same to have been properly given and to be accurate, and we have assumed the truth of all facts communicated to us by the Company.

In connection with our opinions expressed below, we have assumed that, at the time of delivery of any such Securities, (i) all personal interests that are required to be disclosed under applicable law in connection with any approval or consent required in connection with the sale and issuance of the Securities were fully disclosed; (ii) the offer and sale of the Preferred Shares will not be made in Israel; (iii) the offer and sale of the Ordinary Shares were not, are not and will not be made in Israel, other than to investors that qualify as one of the types of investors listed in the First Addendum to the Israel Securities Law, 5728-1968; (iv) the offer and sale of the Securities were not, are not and will not be made to (w) any person or entity with a view to resale or other distribution of the Securities in Israel; or (x) to any person or entity that as a result of such sale shall be, by itself or jointly with others, the holder of 25% or more of the issued and outstanding share capital of the Company assuming the exercise, exchange or conversion into ordinary shares of the Company of all exercisable, exchangeable or

 

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TULCHINSKY STERN MARCIANO COHEN LEVITSKI & CO.

convertible securities held by or to be issued to such person or entity or (y) to any officer or director of the Company or any family member of any officer or director of the Company; and (v) the issuance and sale of the Securities will not violate any applicable law or result in a default under or breach of any agreement or instrument binding on the Company and will comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company.

Based upon the foregoing and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that:

 

1.

The Ordinary Shares underlying the ADSs (including the Ordinary Shares underlying the ADSs issuable upon conversion of the Preferred Shares) have been duly and validly authorized, and upon issuance against receipt by the Company of full consideration therefor in accordance with the applicable Underwriting Agreement, will be validly issued, fully paid and non-assessable.

 

2.

The Preferred Shares have been duly and validly authorized, and upon issuance against receipt by the Company of full consideration therefor in accordance with the applicable Underwriting Agreement, will be validly issued, fully paid and non-assessable.

 

3.

The Amended and Restated Deposit Agreement, dated as of November 5, 2012, among Teva, JPMorgan Chase Bank N.A., as depositary, and the Owners and Holders (each as defined therein) from time to time of ADSs issued thereunder (the “Deposit Agreement”) has been duly authorized, executed and delivered by Teva.

 

4.

Under the choice of law or conflicts of law doctrines of Israel, a court, tribunal or other competent authority sitting in Israel has discretion, but should apply to any claim or controversy arising under the Deposit Agreement the law of the State of New York, which is the local law governing the Deposit Agreement, designated therein by the parties thereto, if properly brought to the attention of the court, tribunal or other competent authority in accordance with the laws of the State of Israel, provided there are no reasons for declaring such designation void on the grounds of public policy or as being contrary to Israeli law and provided further that the choice of law is bona fide and is not made for the purpose of evading the laws of another jurisdiction.

The opinions set forth herein are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance and transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and secured parties; (ii) the effect of general principles of equity, whether applied in a proceeding in equity or at law, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance, injunctive relief or other equitable remedies; (iii) the exercise of judicial or administrative discretion; (iv) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to

 

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TULCHINSKY STERN MARCIANO COHEN LEVITSKI & CO.

public policy; (v) the effect of statutes of limitations; and (vi) we express no opinion concerning the enforceability of any waiver of rights or defenses with respect to stay, extension or usury laws.

The opinions expressed herein are limited to matters governed by the laws of the State of Israel, and we express no opinion with respect to the laws of any other country, state or jurisdiction or with respect to any matter governed by such laws.

This opinion is being rendered solely in connection with the registration of the offering and sale of the Securities, pursuant to the registration requirements of the Securities Act. We hereby consent to the filing of this opinion as an exhibit to the Company’s Form 6-K, which is incorporated by reference into the Registration Statement and the Prospectus Supplements. By giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations issued or promulgated thereunder.

Very truly yours,

/s/ Tulchinsky Stern Marciano Cohen Levitski & Co. Law Offices

 

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EXHIBIT 5.2

 

						787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111

January 6, 2016

Teva Pharmaceutical Industries Limited

5 Basel Street

P.O. Box 3190

Petach Tikva 4951033 Israel

Ladies and Gentlemen:

We have acted as U.S. counsel to Teva Pharmaceutical Industries Limited, an Israeli corporation (“Teva”), in connection with the issuance and sale by Teva of:

 

(1)

5,400,000 American Depositary Shares (“ADSs”), each representing one ordinary share, par value NIS 0.10 per share, of Teva (“Ordinary Shares”); and

 

(2)

337,500 of its 7.00% Mandatory Convertible Preferred Shares, par value NIS 0.10 per share (“Mandatory Convertible Preferred Shares” and, together with the ADSs and the Ordinary Shares represented by each ADS, the “Securities”), which are convertible into ADSs.

For purposes of the opinions hereinafter expressed, we have examined copies of (i) the Registration Statement on Form F-3 (File No. 333-208238) filed by Teva with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), on November 30, 2015 (the “Registration Statement”), (ii) the prospectus contained in the Registration Statement (the “Base Prospectus”), (iii) in connection with the offer and sale of the ADSs, a preliminary prospectus supplement dated November 30, 2015 and prospectus supplement as filed in final form with the Commission on December 2, 2015, pursuant to Rule 424(b) under the Act (collectively, including the Base Prospectus, the “ADS Prospectus Supplement”), (iv) in connection with the offer and sale of the Mandatory Convertible Preferred Shares, a preliminary prospectus supplement dated November 30, 2015 and prospectus supplement as filed in final form with the Commission on December 2, 2015, pursuant to Rule 424(b) under the Act (collectively, including the Base Prospectus, the “MCPS Prospectus Supplement”); (v) the Amended and Restated Deposit Agreement, dated as of November 5, 2012, among Teva, JPMorgan Chase Bank N.A., as depositary (the “Depositary”), and the holders from time to time of ADSs issued thereunder (the “Deposit Agreement”); and (vi) originals or copies, certified and otherwise identified to our satisfaction, of such other documents, corporate records, certificates of public officials and other instruments as we have

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in alliance with Dickson Minto W.S., London and Edinburgh

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Teva Pharmaceutical Industries Limited

January 6, 2016

Page 2

 

deemed necessary as a basis for the opinions expressed herein. Insofar as the opinions expressed herein involve factual matters, we have relied (without independent factual investigation), to the extent we deemed proper or necessary, upon certificates of, and other communications with, officers and employees of Teva and upon certificates of public officials.

In making the examinations described above, we have assumed the genuineness of all signatures, the capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents. In addition, in connection with the opinion as to enforceability expressed below, such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, subject to general principles of equity and to limitations on availability of equitable relief, including specific performance (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing.

In connection with the opinions expressed below, we have assumed that, at or prior to the time of the delivery of the Securities, (i) Teva’s Board of Directors (or an authorized committee thereof) shall have duly established the terms of such Securities and duly authorized the issuance and sale of such Securities and such authorization shall not have been modified or rescinded; (ii) such parties shall have the power, corporate or other, to enter into and perform all obligations in accordance with the documents to be executed by such parties; (iii) all such documents will be governed by the internal laws of the State of New York; (iv) upon the execution and delivery by such parties other than Teva of such documents, that such documents shall constitute valid and binding obligations of such parties; (v) the Registration Statement shall have been automatically declared effective and such effectiveness shall not have been terminated or rescinded; (vi) the Deposit Agreement will not have been terminated or modified subsequent to the date thereof and remains in full force and effect; and (vii) there shall not have occurred any change in law affecting the validity or enforceability of such Securities. We have also assumed that none of the terms of the Securities, nor the issuance and delivery of any such Security, nor the compliance by Teva with the terms of such Security will violate any applicable law or will result in a violation of any provision of any instrument or agreement then binding upon Teva, or any restriction imposed by any court or governmental body having jurisdiction over Teva.

Based upon and subject to the foregoing, we are of the opinion that, assuming the Deposit Agreement has been duly authorized, executed and delivered by the parties thereto, when ADSs are issued (including upon the conversion of any Mandatory Convertible Preferred Share) in accordance with the Deposit Agreement against the deposit of duly authorized, validly issued, fully paid and non-assessable Ordinary Shares, such ADSs will be validly issued and will entitle the holders thereof to the rights specified therein.

Our opinions set forth herein are based upon our consideration of only those statutes, rules and regulations which, in our experience, are normally applicable to issuers of securities of the nature of the Securities described herein.

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Teva Pharmaceutical Industries Limited

January 6, 2016

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The opinions expressed herein are limited to matters governed by the federal laws of the United States of America and the laws of the State of New York, and we express no opinion with respect to the laws of any other country, state or jurisdiction.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Report of Foreign Private Issuer on Form 6-K filed by Teva, which is incorporated by reference into the Registration Statement, the ADS Prospectus Supplement and the MCPS Prospectus Supplement. By giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations issued or promulgated thereunder.

This opinion is being delivered to you for your information in connection with the above matter and addresses matters only as of the date hereof.

Very truly yours,

/s/ Willkie Farr & Gallagher LLP

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