Στην
εξαγορά της μονάδας γενοσήμων της Allergan, έναντι 40,5 δισ. δολαρίων σε
μετρητά και μετοχές, προχωρά η Teva Pharmaceutical Industries, σε μια συμφωνία
που θα καταστήσει την ισραηλινή εταιρεία μια από τις μεγαλύτερες
φαρμακοβιομηχανίες του κόσμου.
Συγκεκριμένα,
η Teva θα καταβάλει 33,75 δισ. δολάρια σε μετρητά και 6,75 δισ. δολάρια σε
μετοχές, που αντιστοιχούν σε ποσοστό 10% της ισραηλινής εταιρείας.
Η
συμφωνία - η μεγαλύτερη στην επιχειρηματική ιστορία του Ισραήλ - οδήγησε την
Teva στο να αποσύρει την εχθρική προσφορά ύψους 40 δισ. δολαρίων για την
απόκτηση της ανταγωνίστριάς της, Mylan. Παράλληλα, το deal θα επιτρέψει στην
Allergan, που έχει την έδρα της στο Δουβλίνο, να επικεντρωθεί σε επώνυμα
σκευάσματα και να μειώσει το χρέος της.
Η
Teva, που ήδη είναι η μεγαλύτερη φαρμακοβιομηχανία γενοσήμων στον κόσμο,
αναζητούσε νέες πηγές εσόδων για να αντιμετωπίσει τον ανταγωνισμό προς το
βασικό της σκεύασμα για την σκλήρυνση κατά πλάκας.
Η
συμφωνία αναμένεται να ολοκληρωθεί το πρώτο τρίμηνο του 2016.
Δείτε αναλυτικά το δελτίου τύπου
JERUSALEM--(BUSINESS
WIRE)--Jul. 27, 2015-- Teva Pharmaceutical Industries Ltd. (NYSE and TASE:TEVA)
today announced that it has signed a definitive agreement with Allergan plc
(NYSE:AGN) to acquire Allergan Generics in a transaction valued at $40.5 billion.
Upon closing, Allergan will receive $33.75 billion in cash and shares of Teva
valued today at $6.75 billion, representing an estimated under 10% ownership
stake in Teva, with the number of Teva shares determined based on Teva’s volume
weighted average trading prices during the 15 days prior to the announcement
and five days following the announcement. Teva believes the acquisition will be
significantly accretive to non-GAAP EPS, including expected double-digit
non-GAAP EPS accretion in 2016 and more than 20% accretion in year two and year
three following the close of the transaction. The transaction was unanimously
approved by the Boards of Directors of Teva and Allergan and is expected to
close in the first quarter of 2016.
This
strategic acquisition brings together two leading generics businesses with
complementary strengths, brands and cultures, providing patients with more
affordable access to quality medicines, and creating significant financial
benefits for Teva stockholders. The transaction will create a leader in the INN
and branded generics industry with an overall product portfolio that leads the
industry in terms of differentiation and durability and offers promising growth
opportunities. The new Teva will further transform the global generics space
through its best-in-class generics pipeline, R&D capabilities, operational
network, supply chain, global commercial deployment and infrastructure to
achieve greater efficiencies across the healthcare system and provide patients
and consumers across the globe with better access to high quality affordable
medicines.
When
combined with Teva’s strong generics portfolio, Allergan Generics’ world-class
generics pipeline, which holds a leading position in first-to-file
opportunities in the U.S., will further enhance Teva’s goals of delivering the
highest quality generic medicines at the most competitive prices and
cultivating the best development pipeline in the industry. The resulting
world-class product portfolio will be complemented by a significantly expanded
and more efficient global footprint, including leadership positions and
strengthened operations, sales and R&D platforms in attractive markets
around the world. In addition, Teva expects to enhance its financial profile
significantly with highly diversified revenues and profits and to unlock
substantial, achievable cost synergies by eliminating duplication and
inefficiencies on a global scale and capturing economies of scale. The result
is a stronger, more competitive Teva, well positioned to thrive in an evolving
global marketplace and to deliver enhanced value to its stockholders and other
stakeholders.
“This
transaction delivers on Teva’s strategic objectives in both generics and
specialty,” said Erez Vigodman, President and CEO of Teva. “Through our
acquisition of Allergan Generics, we will establish a strong foundation for
long-term, sustainable growth, anchored by leading generics capabilities and a
world-class late-stage pipeline that will accelerate our ability to build an
exceptional portfolio of products – both in generics and specialty as well as
the intersection of the two. Our respective portfolios of generic medicines and
applications are highly complementary, providing Teva with high quality growth
and earnings visibility, and the scale and resources to expand upon our
specialty capabilities.”
Mr.
Vigodman continued, “Given our in-depth knowledge and understanding of
Allergan’s world-class generics business, we are confident we can realize the
projected synergies and accretion inherent in this acquisition for our
stockholders and integrate Allergan Generics quickly into Teva. With pro forma
revenues of approximately $26 billion and combined EBITDA of approximately $9.5
billion anticipated in 2016, this acquisition reinforces our strategy,
accelerates growth and diversifies revenues both by product and geographically,
supporting our new business model. I strongly believe that as a result of our
strengthened financial profile following this transaction, we will be even
better positioned to reap the benefits of Teva’s integrated, innovative
specialty and generic research to support top-line growth and expand our
portfolio across the business.”
Mr.
Vigodman concluded, “This acquisition comes at a time when Teva is stronger
than ever, in both our generics and specialty businesses. Since the beginning
of 2014, we have significantly strengthened the fundamentals of our company,
improved generics profitability, solidified our key franchises and put in place
robust engines for organic growth, laying the groundwork for transformative
transactions such as this one. This transaction is another step forward on our
roadmap to reinforce our already strong position. Teva and Allergan Generics
share a commitment to innovation, quality, and improving the health of people
around the world. Together, the employees of Teva and Allergan Generics will
play a critical role ensuring we capture the full potential value resulting
from this transaction. We look forward to delivering the benefits of this
transaction to our stockholders, and better serving patients, customers and
healthcare systems throughout the world.”
Prof.
Yitzhak Peterburg, Chairman of the Teva Board of Directors, said, “This
acquisition will result in significant and sustained value creation for our
stockholders, reinforces our strategy, accelerates the fulfillment of a new
business model, strongly supports top-line growth and opens a new set of
possibilities for Teva. Together with Allergan Generics, Teva will have a much
stronger, more efficient platform to achieve our goals – both financially and
strategically – with the right platform for future organic and inorganic
growth.”
Substantial
Financial Benefits
The
transaction is expected to provide substantial financial benefits for Teva
including highly diversified revenues and profits, and substantial cost
synergies and tax savings. Teva expects Allergan Generics to contribute
approximately $2.7 billion in EBITDA in 2016, excluding synergies. Following
the completion of the acquisition, Teva is expected to have pro forma sales of
approximately $26 billion and EBITDA of approximately $9.5 billion in 2016,
including an estimated $11 billion in sales outside of the United States. Teva
also believes the acquisition will be significantly accretive to non-GAAP EPS,
including expected double digit non-GAAP EPS accretion in 2016 and more than
20% accretion in year two and year three following the close of the
transaction.
Teva
expects to achieve cost synergies and tax savings of approximately $1.4 billion
annually, largely achievable by the third anniversary of the closing of the
transaction. Teva expects the savings to come from efficiencies in operations,
G&A, manufacturing, and sales and marketing.
Teva
expects the acquisition to generate strong free cash flow of approximately $6.5
billion in 2016 and expects increasing free cash flow in subsequent years.
Teva’s free cash flow will allow for rapid deleveraging and the ability to
continue to pursue future acquisitions to expand Teva’s portfolio in both
specialty pharmaceuticals and generics, in line with Teva’s stated strategy to
grow through value-enhancing and complementary acquisitions. Teva will continue
to evaluate opportunities to deliver attractive total stockholder returns on an
ongoing basis.
Enhances
Teva’s Integrated Business Model through Unmatched R&D Capabilities and
Technology
Teva
will have the most advanced R&D capabilities in the generics industry,
directed at fostering innovation, with approximately 320 combined pending ANDAs
in the United States, including exclusive offerings of approximately 110 U.S.
FTF pending ANDAs.
Teva
is well positioned to capture untapped opportunities for greater integration
and innovation between generics and specialty assets with a single, powerful
and differentiated offering. Teva will possess the capabilities and
technologies to focus on complex generics, biosimilars and specialty products
in our key therapeutic areas, delivering better value and accessibility, while
improving adherence and compliance. Allergan Generics’ strategically focused
R&D engine is built on novel compounds in specialty and primary care
markets where there is significant unmet medical need. With its existing
integration of generics and specialty, Teva will be able to generate a robust
pipeline of high-value medicines, with an emphasis on complex and branded
generics, focused on the needs of patients and the people who care for them.
Teva’s
generics R&D is closely integrated with its extensive clinical expertise in
developing specialty products. This transaction will afford Teva unrivaled
speed and flexibility, creating a company well positioned to transform the
growing global generics space in markets throughout the world, delivering even
greater value to patients and stockholders, as well as to healthcare systems
around the world, and improving adherence and health outcomes in general. The
result is a company well positioned to ensure product development activities
that support sustainable long-term organic growth.
Bolsters
Promising Specialty Pipeline
Teva
has multiple existing specialty pharmaceuticals at various stages of
development, which are expected to drive sustainable growth in its specialty
business. In particular, Teva is committed to building global leadership in its
core specialty franchise including in central nervous system, pain and migraine
and respiratory. The enhancements that will come from scale and broader
capabilities through the acquisition of Allergan Generics will provide the
resources to further enhance investment in these franchises. Building on the
broadest portfolio of products and technologies in the generics industry, and
on a leading position in specialty, Teva will continue to strengthen its
pipeline by developing novel products based on known molecules that bring
unique value to patients.
Increases
Global Commercial Reach
Teva’s
acquisition of Allergan Generics will improve international commercial
opportunities by positioning Teva to significantly enhance the global scale of
its sales and R&D platforms. Together, Teva and Allergan Generics will have
a commercial presence across 100 markets, including a top three leadership
position in over 40 markets.
The
acquisition will help eliminate inefficiencies and duplications in the global
generics space and will allow Teva to better focus resources and efforts in
complex generics, biosimilars and specialty products in key therapeutic areas.
This scale and breadth of operations will provide Teva with an even more
efficient, flexible and competitive global platform with industry-leading
go-to-market capabilities.
Shared
Commitment to Safety and Quality
Teva
and Allergan share a commitment to patient safety and quality. This acquisition
furthers Teva’s promising future in generics with a focus on patient needs,
improving compliance, convenience, efficacy and safety, and providing
affordable generic products to patients and society worldwide. By applying
best-in-class quality standards across an optimized manufacturing network, Teva
will be an even stronger partner to its customers, enabling them to provide end
consumers with safe and effective products swiftly and reliably. As a result,
Teva will be more competitive in existing key markets as well as attractive new
growth markets.
Teva
and Allergan Generics are committed to adherence to all applicable regulatory
requirements and boast the highest industry standards, dedicated to defining
and implementing patient safety policies and systems, as well as ensuring
compliance with all relevant global and local regulations. Importantly, this
acquisition will improve the standard of quality for employees, both companies’
customers and the communities in which Teva and Allergan Generics operate.
Employees
to Benefit from Greater Long-Term Opportunities
Allergan
Generics is a natural fit with Teva, and employees will benefit from
substantial opportunities for growth and development as part of a stronger,
industry-leading company. The two companies share a close cultural and
strategic fit, and Teva is focused on leveraging both organizations’
competencies and talent.
Financing
and Approvals
Teva
is acquiring Allergan Generics on a cash free and debt free basis. The
transaction consideration of $40.5 billion consists of a combination of cash
and stock. Teva will pay Allergan $33.75 billion in cash, which will be
financed through a combination of new equity, debt financing and cash on hand.
Teva expects to maintain capital structure, balance sheet and financial
policies consistent with investment-grade credit metrics.
Upon
closing, Allergan will also receive Teva shares valued today at $6.75 billion,
representing an estimated under 10% ownership stake in Teva, with the number of
shares determined based on the volume weighted average trading prices for
Teva’s stock during the 15 trading days prior to the announcement and five
trading days following the announcement. Allergan has agreed to certain
restrictions on its ownership of Teva shares, including an agreement to not
transfer such Teva shares for a 12 month period following closing, as well as
customary standstill restrictions.
The
transaction is subject to the expiration or termination of the applicable
waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, as well as other customary closing conditions. The transaction does
not require a Teva or Allergan stockholder vote. Teva expects to obtain
financing commitments promptly within 15 business days, which it is highly
confident it will be able to arrange on attractive terms. Allergan will be
entitled to terminate the transaction if Teva fails to obtain these
commitments.
Advisors
Barclays
and Greenhill & Co. are serving as financial advisors to Teva. Sullivan
& Cromwell LLP and Tulchinsky Stern Marciano Cohen Levitski & Co are
serving as legal counsel to Teva.
Conference
Call and Webcast Information
Teva
will host a conference call and live webcast on July 27, 2015 at 8:00 a.m. ET
to discuss today’s announcement.
In
order to participate, please dial the following numbers (at least 10 minutes
before the scheduled start time): United States 1-866-966-9439; Canada
1-866-966-0399 or International +44(0) 1452 555566; passcode: 96422100. For a
list of other international toll-free numbers, click here.
A
live webcast of the call will also be available on Teva's website at: www.tevapharm.com. Please log in at least 10
minutes prior to the conference call in order to download the applicable audio
software.
Following
the conclusion of the call, a replay of the webcast will be available within 24
hours on the Company's website. The replay can also be accessed until August
30, 2015, 10:00 a.m. ET by calling United States 1-866-247-4222; Canada
1-866-878-9237 or International +44(0) 1452 550000; passcode: 96422100.
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
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, which are based on Teva’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”), 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,
but not limited to, statements about the proposed acquisition of the generics
and over-the-counter businesses of Allergan plc (“Allergan” and the businesses,
the “Allergan Generics and OTC Businesses”), the financing of the proposed
transaction, the expected future performance (including expected results of
operations and financial guidance), and Teva’s and the Allergan Generics and
OTC Businesses’ 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 possibility that the
acquisition of the Allergan Generics and OTC Business will not close; the effects
of the acquisition, including Teva and the Allergan Generics and OTC
Businesses’ future financial condition, operating results, strategy and plans;
uncertainties as to the timing of the transaction; the failure to procure
financing in a timely manner; the possibility that the expected benefits of the
transaction and the integration of our operations with the Allergan Generics
and OTC Businesses’ operations (including any expected synergies) will not be
fully realized by us or may take longer to realize than expected; the ability
to obtain regulatory approvals and satisfy other conditions to the acquisition
on a timely basis and the effect of any conditions on such regulatory
approvals; our ability to comply with all covenants in our 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 the Allergan Generics and OTC Businesses’ exposure to
currency fluctuations and restrictions as well as credit risks; future results
of on-going or later clinical trials for the Allergan Generics and OTC
Businesses’ product candidates; our ability to obtain regulatory approvals and
commercialize the Allergan Generics and OTC Businesses’ product candidates
following the closing and market acceptance of such products; the effects of
reforms in healthcare regulation and pharmaceutical pricing and reimbursement;
the costs and expenses associated with Teva’s rescinded offer to acquire Mylan
N.V., 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 the Allergan Generics and OTC Businesses’ significant worldwide operations;
the impact on our earnings per share resulting from the planned issuance of
equity for cash to partially finance the acquisition; and 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. 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.
This
document may contain certain non-GAAP financial measures. Reconciliations
between the non-GAAP financial measures and the GAAP financial measures are
available on the company’s website at http://ir.tevapharm.com.