Teva Reiterates Commitment to Cash-and-Stock Acquisition of Mylan for $82.00 Per Share

Provides Significant Premium and Immediate Value for Mylan Stockholders and Opportunity to Participate in Upside Potential of Combined Company.

PRESS RELEASE

JERUSALEM--(BUSINESS WIRE)--Apr. 27, 2015-- Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) today reiterated its commitment to its proposed combination with Mylan N.V. (NASDAQ: MYL). As previously announced on April 21, 2015, Teva has proposed to acquire Mylan for $82.00 per share, with the consideration to be comprised of approximately 50 percent cash and 50 percent stock. Teva's proposal for Mylan implies a total equity value of approximately $43 billion.

Erez Vigodman, President and CEO of Teva, commented, "While we are disappointed that Mylan has formally rejected our proposal, the Teva Board and management team are fully committed to completing the combination of Teva and Mylan, and we stand ready to quickly complete a transaction that is compelling for both Teva and Mylan stockholders. We are eager to work with Mylan and its advisors to complete a transaction that will allow us to deliver the value inherent in the proposed combination to our respective stockholders, employees, patients, customers, communities and other stakeholders."

Among other things, Teva noted the following:

  • The Teva Board and management team are committed to consummating a transaction as soon as possible. Teva is prepared to devote all necessary resources to completing the proposed transaction. Teva stands ready and willing to meet with Mylan and its advisors immediately. Teva continues to believe stockholders of both companies will be best served by Teva and Mylan commencing good faith discussions in order to effect the proposed business combination.
  • Teva's proposal is extremely attractive for Mylan stockholders. Teva is offering a substantial premium, immediate cash value and the opportunity to participate in the significant upside potential of a financially and commercially stronger company. Specifically, Teva's proposal would provide Mylan stockholders with consideration representing a 48.3% premium to the unaffected stock price of Mylan on March 10, 2015, which is the last day of trading prior to widespread speculation of a transaction between Teva and Mylan.
  • A transaction with Teva would deliver more value to Mylan stockholders than any other alternative. Given that Teva and Mylan have complementary assets and capabilities, Teva believes the combined company could realize substantial synergies of approximately $2 billion annually. Teva expects the savings to be largely achieved by the third anniversary of the closing of the transaction, and to come from operational, SG&A, manufacturing and R&D efficiencies, as well as tax savings.
  • The proposed combination of Teva and Mylan makes compelling strategic and financial sense. Together, Teva and Mylan would have the financial profile and operational infrastructure to be a more efficient, competitive and profitable company, set new standards for innovation in the industry, and meet the evolving needs of patients and customers around the world.
  • Regulatory clearances for the proposed combination are underway. Teva has already filed for premerger notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR), has begun the pre-notification process with the European Commissionand believes any regulatory requirements necessary to complete a combination with Mylan will be met in a timely manner. Teva has carefully studied the regulatory aspects of a combination of Teva and Mylan, in conjunction with its advisors. Teva is confident that it would be able to structure a transaction that would not contain material impediments to closing and that it can determine and promptly implement divestitures, as necessary, to gain regulatory clearances. Teva intends to work cooperatively with antitrust authorities and expects that the proposed transaction can be completed by year-end 2015.

As previously announced, the transaction would not be subject to a financing condition or require a Teva stockholder vote. Teva's proposal is contingent on Mylan not completing its proposed acquisition of Perrigo or any alternative transactions.

Barclays and Greenhill & Co. are serving as financial advisors to Teva. Kirkland & Ellis LLP and Tulchinsky Stern Marciano Cohen Levitski & Co are serving as legal counsel to Teva, with De Brauw Blackstone Westbroek and Loyens & Loeff N.V. acting as legal advisors in the Netherlands.