Teva Pharma (TEVA) Intends to Issue $4B Offering of Sustainability-linked Senior Notes

Teva Pharmaceutical Industries Ltd. (NYSE: TEVA) announced today its intention to issue $4,000,000,000 of sustainability-linked senior notes. The notes offering reflects Teva’s strong environmental, social and governance (ESG) commitment to some of the greatest challenges of our time by setting novel ambitious targets to increase access to medicines in low and middle-income countries by 150%, and new ambitious climate action targets, including a 25% reduction of Scope 1 and 2 greenhouse emissions by 2025 in alignment with the Paris Climate Agreement.

This sustainability-linked financing framework was validated by two Second Party Opinions (SPO), which were provided by ISS ESG and the Independent Access to Medicines Foundation.

Teva Pharmaceutical Finance Netherlands II B.V. (“Teva Finance II”) intends to offer EUR-denominated Sustainability-Linked Senior Notes (the “Euro Notes”) and Teva Pharmaceutical Finance Netherlands III B.V. (“Teva Finance III” and, together with Teva Finance II, the “Issuers”) intends to offer USD-denominated Sustainability-Linked Senior Notes (the “USD Notes” and, together with the Euro Notes, the “Notes”).

The offering is subject to, among other things, market conditions. Teva expects to use the net proceeds from the offerings, together with cash on hand, to (i) fund the announced tender offer to purchase, for cash, its 1.250% Senior Notes due 2023, its 2.800% Senior Notes due 2023, its 3.250% Senior Notes due 2022, its 2.950% Senior Notes due 2022, its 1.125% Senior Notes due 2024 and its 6.000% Senior Notes due 2024 for a maximum combined aggregate purchase price (exclusive of accrued and unpaid interest) of up to $3,500,000,000, (ii) to pay fees and expenses in connection therewith, (iii) to fund the repayment of outstanding debt upon maturity or earlier redemption and (iv) to the extent of any remaining proceeds, for general corporate purposes.

The Notes will be unsecured senior obligations of the Issuers and will be unconditionally guaranteed on a senior basis by Teva.

The offering and sale of the Notes will be made pursuant to our effective automatic shelf registration statement on Form S-3, including our base prospectus, filed with the Securities and Exchange Commission (the “SEC”) on October 27, 2021. The offering of these Notes will be made only by means of a prospectus supplement and accompanying base prospectus, which have been filed with the SEC. Before you invest, you should read the prospectus supplement and accompanying prospectus along with other documents that Teva has filed with the SEC for more complete information about Teva and this offering. These documents are available at no charge by visiting EDGAR on the SEC website at http://www.sec.gov. Alternatively, a copy of the prospectus supplement and accompanying base prospectus related to this offering may be obtained, when available, by contacting Sanat Babu of the BofA Securities Group SA team (email: [email protected]).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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