Form 6-K TEVA PHARMACEUTICAL INDU For: Apr 01
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: 04/01/2016 | By: |
Eyal Desheh |
Name: | Eyal Desheh | |
Title: | Group EVP & CFO | |
Exhibit No. | Description | |
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99.1 | Takeda and Teva Establish “Teva Takeda Yakuhin Ltd.” in Japan | |
Takeda and Teva Establish Teva Takeda Yakuhin Ltd. in Japan
Jerusalem, Israel and Osaka, Japan, April 1, 2016 Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) and Takeda Pharmaceutical Company Limited (TSE: 4502) announce the establishment of Teva Takeda Yakuhin Ltd. (Teva Takeda Yakuhin). The newly established business venture is pleased to announce that Mr. Hiroshi Matsumori has been appointed Chief Executive Officer and President of Teva Pharma Japan Inc (Teva Pharma). Mr. Matsumori has over 34 years of rich and diverse experience in the pharmaceutical industry including in the generics and LLP businesses, the core business of the newly established business venture. Mr. Matsumori will assume this position on April 25, 2016, and will be based in Nagoya.
As a result of this strategic move, Takeda, an R&D driven pharmaceutical company which has a long history as a leading company in Japan, and Teva, among the top ten pharmaceutical companies in the world and the global leader in generics, will meet the wide-ranging needs of patients and growing importance of generics in Japan through the provision of off-patent drugs (products whose patents have expired).
We are delighted to begin this new business venture with Teva in Japan, said Masato Iwasaki, Ph.D., President of Takedas Japan Pharma Business Unit. Takedas leading brand reputation and strong distribution presence in Japan combined with Tevas global supply chain and production network, expertise in commercial deployment and R&D, and the understanding of science, brings forward a new, collaborative business model in line with government objectives and ultimately serving millions of patients.
We are very much looking forward to the new business venture with Takeda as our partner in Japan and we welcome Mr. Matsumori as the newly appointed CEO, whose extensive knowledge in the generics and LLP businesses will help position the company for future success. said Siggi Olafsson, President and CEO of Teva Global Generic Medicines. Japan is one of the fastest growing generics markets in the world, and we expect its high growth to continue driven by social requirements such as increased patients needs for a stable supply of affordable high quality medicines and reduction of healthcare expenditures. We believe that we can contribute to the healthcare industry, medical professionals and most important, patients in Japan.
Teva Takeda Yakuhin is established by the name change of Taisho Pharm. Ind., Ltd. (Taisho
Pharm),and a subsidiary of Teva, which runs a generic drug business and transfers Takedas long
listed products (LLP) business in Japan as of the date. Please refer to the press release on
December 28, 2015 below regarding details of the establishment of Teva Takeda Yakuhin and Teva
Takeda Pharma.
http://www.takeda.com/news/2015/20151228 7258.html
Outline of Teva Takeda Yakuhin Ltd.
(1) Company name | Teva Takeda Yakuhin Ltd. |
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(2)Location | 3 Ohara-ichiba, Koka-cho, Koka City, Shiga Pref. |
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(3)Representative | Representative Director: Ichiro Kikushige |
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(4) Scope of business | Development, manufacturing, sales and marketing of pharmaceutical products |
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(5) Capital | JPY 3,169milion |
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(6) Date of name change | April 1st, 2016 |
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(7) Number of shares issued | 12 Shares |
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(8) Fiscal year end | December 31st |
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(9) Major shareholders and ratio of shares held |
Teva Pharma Japan Inc. 100 *Name to be changed to Teva Takeda Pharma Ltd. in or after October 2016. |
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Outline of Teva Takeda Pharma Ltd. |
(1) Company name | Teva Takeda Pharma Ltd. |
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(2) Location | 1-24-11,Taiko, Nakamura-ku, Nagoya City |
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(3) CEO/President | Hiroshi Matsumori |
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(4) Scope of business | Development, manufacturing, sales and marketing of pharmaceutical products |
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(5) Capital | JPY 154,723milion |
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(6) Date of name change | In or after October, 2016 (TBD) |
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(7) Number of shares issued | 1301 Shares |
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(8) Fiscal year end | December 31st |
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(9) Major shareholders and ratio of shares held |
Teva Holdings KK 51% Takeda Pharmaceutical Company Limited 49% |
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Anticipated effects of this event to the consolidated profit & loss |
Takeda anticipates that the transaction will be both EPS and cash flow accretive in FY2016 and over the long term, due to growth of the generic pharmaceutical business and the addition of products from Takeda and Teva to the new business venture. As a result of the transfer of intangible assets of long listed products from Takeda to Teva Takeda Yakuhin, Takeda expects to record approximately 100 billion yen of gains on transfer of business under other operating income in its FY2016 consolidated financials. Such amount is expected to be finalized by Takedas first quarter 2016 earnings announcement. The new business venture is expected to be accretive to Tevas non GAAP EPS beginning in 2016. Additional details about the financial impact of the transaction were outlined in Takedas TSE Filing of December 28, 2015, and will be revised and reflected in Takedas 2016 forecast, which will be communicated in May 2016.
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.
About Takeda Pharmaceutical Company
Takeda Pharmaceutical Company Limited is a global, R&D-driven pharmaceutical company committed to
bringing better health and a brighter future to patients by translating science into life-changing
medicines. Takeda focuses its research efforts on oncology, gastroenterology and central nervous
system therapeutic areas. It also has specific development programs in specialty cardiovascular
diseases as well as late-stage candidates for vaccines. Takeda conducts R&D both internally and
with partners to stay at the leading edge of innovation. New innovative products, especially in
oncology and gastroenterology, as well as its presence in emerging markets, fuel the growth of
Takeda. More than 30,000 Takeda employees are committed to improving quality of life for patients,
working with our partners in health care in more than 70 countries. For more information, visit
http://www.takeda.com/news.
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.
# # #
CONTACTS:
For Takeda Pharmaceutical Company Limited:
For investors:
Noriko Higuchi
[email protected]
+81 3-3278-2306
For media:
Tsuyoshi Tada
[email protected]
+81 3-3278-2417
For Teva Pharmaceutical Industries Ltd.:
For investors:
Kevin C. Mannix United States +215-591-8912
Ran Meir United States +215-591-3033
Tomer Amitai Israel +972 (3) 926-7656
For media:
Iris Beck Codner Israel +972 (3) 926-7687
Denise Bradley United States +215-591-8974
Mikiko Yamada Japan +81-52-459-2001
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