6-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2017 Commission File Number: 001-16174

Teva Pharmaceutical Industries Ltd.
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(Translation of registrant’s name into English)

Israel
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(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)

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 

SIGNATURES

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: 11/02/2017	By:	Michael McClellan
	Name:	Michael McClellan
	Title:	Interim Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Teva Announces Completion of Plan B One-Step® Divestiture to Foundation Consumer Healthcare

EX-99.1 2 exhibit1.htm EX-99.1

Teva Announces Completion of Plan B One-Step^® Divestiture to Foundation Consumer
Healthcare

Teva to receive $675 million cash proceeds to progress repayment of term loan debt

Jerusalem, November 2, 2017 – Teva Pharmaceutical Industries Ltd., (NYSE and TASE: TEVA) today announced it has completed the sale of Plan B One-Step^® and Teva’s value brands of emergency contraception to Foundation Consumer Healthcare in a $675 million cash transaction.

“Today’s announcement, coupled with the recent completion of the sale of PARAGARD^®, exhibits Teva’s commitment to divest non-core businesses to ensure that we are even more focused and efficient in this rapidly changing and highly-competitive environment,” stated Michael McClellan, interim CFO of Teva. “Teva is extremely pleased to complete the sale of Plan B One-Step^® and value brands of emergency contraception, which brings a significant influx of cash into the organization to further progress our ability to repay term loan debt while also providing a clear path forward for these important emergency contraception products to continue to be available.”

Teva continues to progress and actively pursue additional divestiture opportunities, including the previously announced agreement with CVC Capital Partners for the sale of the remaining assets of its global Women’s Health business. Teva expects to generate at least $2.3 billion in total proceeds from the sale of these businesses, as well as additional asset sales to be executed by year end 2017.

Morgan Stanley acted as financial advisor to Teva, Ernst & Young served as accounting advisor and Goodwin Procter is Teva’s legal counsel for this transaction.

Foundation Consumer Healthcare is owned by affiliates of Juggernaut Capital Partners and Kelso & Company. Jefferies LLC, Sawaya Segalas & Co., LLC and Barclays acted as financial advisors to Foundation Consumer Healthcare and Robinson Bradshaw are Foundation Consumer Healthcare’s legal counsel for the transaction. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal adviser to Kelso & Company.

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 approximately 200 million patients in over 60 markets every day. Headquartered in Israel, Teva is the world’s largest generic medicines producer, leveraging its portfolio of more than 1,800 molecules to produce a wide range of generic products in nearly every therapeutic area. In specialty medicines, Teva has the world-leading innovative treatment for multiple sclerosis as well as late-stage development programs for other disorders of the central nervous system, including movement disorders, migraine, pain and neurodegenerative conditions, as well as a broad portfolio of respiratory products. Teva is leveraging its generics and specialty capabilities in order to seek new ways of addressing unmet patient needs by combining drug development with devices, services and technologies. Teva’s net revenues in 2016 were $21.9 billion. For more information, visit www.tevapharm.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the completion of the Plan B One-Step® divestiture which are based on management’s current beliefs and expectations and are subject to substantial risks and uncertainties, both known and unknown, that could cause our future results, performance or achievements to differ significantly from that expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include risks relating to:

the potential that the expected benefits and opportunities related to the disposition may not be realized or may take longer to realize than expected;

litigation in respect of either company or the disposition;

our ability to complete additional dispositions, including our ability to identify purchasers and negotiate terms acceptable to us;

our substantially increased indebtedness and significantly decreased cash on hand, which may limit our ability to incur additional indebtedness, engage in additional transactions or make new investments, and may result in a downgrade of our credit ratings;

our business and operations in general, including: uncertainties relating to our recent senior management changes; our ability to develop and commercialize additional pharmaceutical products; manufacturing or quality control problems, which may damage our reputation for quality production and require costly remediation; interruptions in our supply chain; disruptions of our or third party information technology systems or breaches of our data security; the failure to recruit or retain key personnel, including those who joined us as part of the Actavis Generics acquisition; the restructuring of our manufacturing network, including potential related labor unrest; the impact of continuing consolidation of our distributors and customers; variations in patent laws that may adversely affect our ability to manufacture our products; our ability to consummate dispositions on terms acceptable to us; adverse effects of political or economic instability, major hostilities or terrorism on our significant worldwide operations; and our ability to successfully bid for suitable acquisition targets or licensing opportunities, or to consummate and integrate acquisitions;

compliance, regulatory and litigation matters, including: costs and delays resulting from the extensive governmental regulation to which we are subject; the effects of reforms in healthcare regulation and reductions in pharmaceutical pricing, reimbursement and coverage; potential additional adverse consequences following our resolution with the U.S. government of our FCPA investigation; governmental investigations into sales and marketing practices; potential liability for sales of generic products prior to a final resolution of outstanding patent litigation; product liability claims; increased government scrutiny of our patent settlement agreements; failure to comply with complex Medicare and Medicaid reporting and payment obligations; and environmental risks;and other factors discussed in our Annual Report on Form 20-F for the year ended December 31, 2016 (“Annual Report”), including in the section captioned “Risk Factors.” and in our other filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov and www.tevapharm.com. 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 contained herein, whether as a result of new information, future events or otherwise. You are cautioned not to put undue reliance on these forward-looking statements.

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EX-99.1

Teva Announces Completion of Plan B One-Step^® Divestiture to Foundation Consumer
Healthcare

Teva to receive $675 million cash proceeds to progress repayment of term loan debt

Jerusalem, November 2, 2017 – Teva Pharmaceutical Industries Ltd., (NYSE and TASE: TEVA) today announced it has completed the sale of Plan B One-Step^® and Teva’s value brands of emergency contraception to Foundation Consumer Healthcare in a $675 million cash transaction.

“Today’s announcement, coupled with the recent completion of the sale of PARAGARD^®, exhibits Teva’s commitment to divest non-core businesses to ensure that we are even more focused and efficient in this rapidly changing and highly-competitive environment,” stated Michael McClellan, interim CFO of Teva. “Teva is extremely pleased to complete the sale of Plan B One-Step^® and value brands of emergency contraception, which brings a significant influx of cash into the organization to further progress our ability to repay term loan debt while also providing a clear path forward for these important emergency contraception products to continue to be available.”

Teva continues to progress and actively pursue additional divestiture opportunities, including the previously announced agreement with CVC Capital Partners for the sale of the remaining assets of its global Women’s Health business. Teva expects to generate at least $2.3 billion in total proceeds from the sale of these businesses, as well as additional asset sales to be executed by year end 2017.

Morgan Stanley acted as financial advisor to Teva, Ernst & Young served as accounting advisor and Goodwin Procter is Teva’s legal counsel for this transaction.

Foundation Consumer Healthcare is owned by affiliates of Juggernaut Capital Partners and Kelso & Company. Jefferies LLC, Sawaya Segalas & Co., LLC and Barclays acted as financial advisors to Foundation Consumer Healthcare and Robinson Bradshaw are Foundation Consumer Healthcare’s legal counsel for the transaction. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal adviser to Kelso & Company.

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 approximately 200 million patients in over 60 markets every day. Headquartered in Israel, Teva is the world’s largest generic medicines producer, leveraging its portfolio of more than 1,800 molecules to produce a wide range of generic products in nearly every therapeutic area. In specialty medicines, Teva has the world-leading innovative treatment for multiple sclerosis as well as late-stage development programs for other disorders of the central nervous system, including movement disorders, migraine, pain and neurodegenerative conditions, as well as a broad portfolio of respiratory products. Teva is leveraging its generics and specialty capabilities in order to seek new ways of addressing unmet patient needs by combining drug development with devices, services and technologies. Teva’s net revenues in 2016 were $21.9 billion. For more information, visit www.tevapharm.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the completion of the Plan B One-Step® divestiture which are based on management’s current beliefs and expectations and are subject to substantial risks and uncertainties, both known and unknown, that could cause our future results, performance or achievements to differ significantly from that expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include risks relating to:

the potential that the expected benefits and opportunities related to the disposition may not be realized or may take longer to realize than expected;

litigation in respect of either company or the disposition;

our ability to complete additional dispositions, including our ability to identify purchasers and negotiate terms acceptable to us;

our substantially increased indebtedness and significantly decreased cash on hand, which may limit our ability to incur additional indebtedness, engage in additional transactions or make new investments, and may result in a downgrade of our credit ratings;

our business and operations in general, including: uncertainties relating to our recent senior management changes; our ability to develop and commercialize additional pharmaceutical products; manufacturing or quality control problems, which may damage our reputation for quality production and require costly remediation; interruptions in our supply chain; disruptions of our or third party information technology systems or breaches of our data security; the failure to recruit or retain key personnel, including those who joined us as part of the Actavis Generics acquisition; the restructuring of our manufacturing network, including potential related labor unrest; the impact of continuing consolidation of our distributors and customers; variations in patent laws that may adversely affect our ability to manufacture our products; our ability to consummate dispositions on terms acceptable to us; adverse effects of political or economic instability, major hostilities or terrorism on our significant worldwide operations; and our ability to successfully bid for suitable acquisition targets or licensing opportunities, or to consummate and integrate acquisitions;

compliance, regulatory and litigation matters, including: costs and delays resulting from the extensive governmental regulation to which we are subject; the effects of reforms in healthcare regulation and reductions in pharmaceutical pricing, reimbursement and coverage; potential additional adverse consequences following our resolution with the U.S. government of our FCPA investigation; governmental investigations into sales and marketing practices; potential liability for sales of generic products prior to a final resolution of outstanding patent litigation; product liability claims; increased government scrutiny of our patent settlement agreements; failure to comply with complex Medicare and Medicaid reporting and payment obligations; and environmental risks;and other factors discussed in our Annual Report on Form 20-F for the year ended December 31, 2016 (“Annual Report”), including in the section captioned “Risk Factors.” and in our other filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov and www.tevapharm.com. 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 contained herein, whether as a result of new information, future events or otherwise. You are cautioned not to put undue reliance on these forward-looking statements.

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