Teva Completes Tender Offer for NuPathe Inc. Shares
February 21 2014 - 9:15AM
Business Wire
Merger Expected to Close Today
80% of Shares Tendered
Teva Pharmaceutical Industries Ltd. (NYSE:TEVA) (“Teva”) today
announced the successful completion of the tender offer (the
“Offer”) by Train Merger Sub, Inc. (“Merger Sub”), a wholly-owned
subsidiary of Teva, for all of the outstanding shares of common
stock of NuPathe Inc. (Nasdaq:PATH) (“NuPathe”) at a price of $3.65
per share in cash and the right to receive contingent cash
consideration payments of up to $3.15 per share, net to the seller
in cash without interest.
The Offer expired at 12:00 midnight, New York City time, on
February 20, 2014, and was not extended. The depositary for
the offer has advised Teva that a total of 28,178,652 shares were
validly tendered into and not validly withdrawn from the Offer (not
including 1,229,499 shares tendered pursuant to notices of
guaranteed delivery), representing approximately 80.01255%% of
NuPathe’s outstanding shares. The condition to the Offer that at
least a majority of the outstanding shares of NuPathe’s common
stock on a fully diluted basis be validly tendered and not validly
withdrawn prior to the expiration of the Offer was satisfied, and,
accordingly, all such validly tendered shares were accepted for
payment and Teva will promptly pay for all such shares in
accordance with the terms of the Offer.
As a result of its acceptance of the shares tendered in the
Offer, Teva has acquired a sufficient number of shares of NuPathe’s
common stock to close the merger of Merger Sub with and into
NuPathe without the affirmative vote of NuPathe’s other
stockholders, pursuant to Section 251(h) of the Delaware General
Corporation Law. The merger is expected to occur as soon as
practicable today.
Upon completion of the merger, NuPathe will become a
wholly-owned subsidiary of Teva. In the merger, each share of
NuPathe that was not validly tendered in the Offer (other than
shares held directly or indirectly by Teva, Merger Sub or NuPathe,
or by any stockholder of NuPathe who is entitled to and properly
demands appraisal of such shares under the applicable provisions of
Delaware law) will be cancelled and converted into the right to
receive the same $3.65 per share in cash and the right to receive
contingent cash consideration payments of up to $3.15 per share,
without interest, that was paid in the Offer. It is expected that
the common stock of NuPathe will cease to be traded on NASDAQ at
the close of market on February 20, 2014, following completion of
the merger.
About Teva
Teva Pharmaceutical Industries Ltd. is a leading global
pharmaceutical company, committed to increasing access to
high-quality healthcare by developing, producing and marketing
affordable generic drugs as well as innovative and specialty
pharmaceuticals and active pharmaceutical ingredients.
Headquartered in Israel, Teva is the world’s leading generic drug
maker, with a global product portfolio of more than 1,000 molecules
and a direct presence in approximately 60 countries. Teva’s branded
businesses focus on CNS, oncology, pain, respiratory and women’s
health therapeutic areas as well as biologics. Teva currently
employs approximately 45,000 people around the world and reached
$20.3 billion in net revenues in 2013.
Cautionary Notice Regarding Forward-Looking
Statements
This release contains forward-looking statements, which are
based on management’s current beliefs and expectations. Such
statements 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 innovative products, especially Copaxone® (including
competition from orally-administered alternatives, as well as from
potential generic versions); 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 the research and
development efforts invested in our pipeline of specialty and other
products; our ability to reduce operating expenses to the extent
and during the timeframe intended by our cost reduction program;
our ability to successfully pursue and consummate suitable
acquisitions or licensing opportunities; the extent to which any
manufacturing or quality control problems damage our reputation for
quality production and require costly remediation; our potential
exposure to product liability claims that are not covered by
insurance; 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 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; governmental investigations
into sales and marketing practices, particularly for our specialty
pharmaceutical products; uncertainties related to our recent
management changes; the effects of increased leverage and our
resulting reliance on access to the capital markets; any failure to
recruit or retain executives or other key personnel; adverse
effects of political or economical 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 generic products, both from other
pharmaceutical companies and as a result of increased governmental
pricing pressures; competition for our specialty pharmaceutical
businesses from companies with greater resources and capabilities;
decreased opportunities to obtain U.S. market exclusivity for
significant new generic products; potential liability for sales of
generic products prior to a final resolution of outstanding patent
litigation; any failures to comply with complex Medicare and
Medicaid reporting and payment obligations; the impact of
continuing consolidation of our distributors and customers;
significant impairment charges relating to intangible assets and
goodwill; the potential for significant 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, 2013 and
in our other filings with the U.S. Securities and Exchange
Commission. 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.
Teva Pharmaceutical Industries Ltd.IR:United StatesKevin C.
Mannix, 215-591-8912orUnited StatesRan Meir,
215-591-3033orIsraelTomer Amitai, 972 (3)
926-7656PR:IsraelIris Beck Codner, 972 (3) 926-7687orUnited
StatesDenise Bradley, 215-591-8974
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