日本経済新聞　2010/3/19

後発薬世界最大手のテバ、 独の同業を4500億円で買収

　後発医薬品世界最大手のTeva Pharmaceutical Industries （イスラエル）は18日、後発薬世界6位の独Ratiopharmを36億2500万ユーロ（約4500億円）で買収すると発表した。テバは日本で製薬大手の興和と合弁事業を開始するなど世界規模で事業拡大を加速している。米ファイザーや第一三共など新薬メーカーが後発薬強化に動くなか、Ｍ＆Ａ（合併・買収）で対抗する。

　買収手続きは年末までに終える見通し。買収後のテバグループは年売上高で162億ドルと新薬大手に並ぶ規模となる。従業員は計４万人でうち欧州は１万 8000人となる。ラチオファームはドイツ市場で後発薬２位。バイオ医薬品の後発薬の開発にも強い。テバは買収により、後発薬市場の拡大が見込める欧州事 業をてこ入れできる。

　ラチオファームは、金融危機で資金繰りに行き詰まったオーナーが昨年自殺し、身売り先を探していた。ファイザーとテバという新薬と後発薬の世界最大手が 買収を競い、注目を集めていた。

2009/1/6

Adolf Merckle, owner of Ratiopharm, commits suicide

We were shocked today to read that the owner of both Ratiopharm, one of Europe's largest generics companies and Phoenix PharmaHandel, Europe's 2nd largest drug distributor, has committed suicide as a result of having lost billions of euros on the stock markets. Despite his great fortune, the losses on his recent bets in VW shares proved too great to salvage and led to this event.

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On Jan. 5, Merckle threw himself under a train near the southern German town of Blaubeuren, where in 2005 he lived in a flat-roofed bungalow with a nameplate outside. The suicide was confirmed by a statement from his family, for whom Merckle left a note. A man who answered the family’s home phone number declined to comment further.

Merckle, 74, spent December negotiating with banks he owed about 5 billion euros ($6.7 billion) to save the family empire he built over four decades. After taking over his grandfather’s business, he created Phoenix Group, Germany's largest drug wholesaler, and started generic drug maker Ratiopharm GmbH.

The family holding company, VEM Vermoegensverwaltung GmbH, lost money in 2008 after betting shares of Volkswagen AG, Europe’s biggest carmaker, would fall. In a two-day period in October, Volkswagen’s stock quadrupled after Porsche SE said it would raise its stake.

2005 年9月、 創業時から関係の深いポルシェはフォルクスワーゲンAGの株式20%を取得し、筆頭株主となった。

2009 年1月現在、ポルシェの持ち株比率は50.76%となっており、同社による子会社化が完了している。

Merckle also controlled HeidelbergCement AG, Germany’s largest cement company, whose shares fell 70 percent last year as the financial crisis hurt demand for building materials and investors shied away from companies with debt.

He had a $9.2 billion fortune, Forbes estimated last year.

世界のgeneric医 薬品メーカー大手は以下の通り。医薬品大手が 含まれている。

2010/3/18

Teva To Acquire Ratiopharm

-- Combined Entity Creates New Market Leader in European Generics --
-- Acquisition Expected to be Accretive within Three Quarters after Closing --

Teva Pharmaceutical Industries Ltd. announced today that it has entered into a definitive agreement to acquire ratiopharm, Germany's second largest generics producer and the sixth largest generic drug company worldwide, for an enterprise value of Euro 3.625 billion. The transaction is subject to certain conditions including relevant regulatory approvals. On a pro forma basis, the combined company would have had 2009 revenues of $16.2 billion. Teva expects to complete the transaction by year-end 2010.

Commenting on today's transaction, Shlomo Yanai, Teva's President and Chief Executive Officer, said: "This is an important acquisition for Teva. This transaction is perfectly aligned with our long-term strategy in which Europe is an important pillar and growth driver. ratiopharm will provide us with the ideal platform to strengthen our leadership position in key European markets, most notably in Germany, as well as rapidly growing generic markets such as Spain, Italy and France."

The acquisition will position Teva as the leading generic pharmaceutical company in Europe, increasing its European business from sales of $3.3 billion in 2009 to joint pro forma sales of $5.2 billion. ratiopharm's robust portfolio includes 500 molecules in over 10,000 presentation forms covering all major therapeutic areas marketed in 26 countries. ratiopharm also has valuable know-how in biosimilars, consisting of a number of products in advanced stages of development and a well-established sales and marketing team. ratiopharm reported worldwide 2009 revenues of Euro1.6 billion (US$2.2billion). The combined entity will have 40,000 employees worldwide, of which 18,000 will be based in Europe. The German headquarters site for the combined entity will be located in Ulm, ratiopharm's current headquarters.

Teva:
Headquartered in Israel, above 80% of Teva's sales, which totaled US$13.9 billion in 2009, are in North America and Europe. Teva has over 38,000 employees worldwide and production facilities in Israel, North America, Europe and Latin America.

Following the acquisition, Teva will improve its market position in Germany, the world's second largest generic drug market valued at approximately $8.8 billion (including sales to hospitals and OTC), to become the number two player in this market. The combined entity will have a strong European footprint, holding the leading market position in 10 European markets, including key markets such as the UK, Hungary, Italy, Spain, Portugal and the Netherlands as well as a top three ranking in 17 countries, including Germany, Poland, France and the Czech Republic. In addition, the transaction will nearly double Teva's sales in Canada.

Mr. Yanai continued, "We are highly impressed by the team at ratiopharm and thrilled to be joining forces with a company we have partnered with in the past and have long respected. Teva and ratiopharm have similar corporate cultures and share a strategic vision which makes this combination a natural fit. Together, we will be able to realize the vision of increasing patients' access to safe, high-quality, affordable medications even more quickly and deliver even more value to our stakeholders across the globe."

Hans-Joachim Ziems, Managing Director of ratiopharm's pre-owner VEM Holding and manager of the bidding process, said, "The successful sale of ratiopharm is concluded today with the combination of two great companies. We have emphasized from the beginning that the strategic concept of the integration of ratiopharm into the acquiring company will play a critical role in the decision in addition to the purchase price. Now, we have succeeded in putting the company under the strategic umbrella of Teva as a prosperous unit, while taking into account the interests of the employees, of VEM and of the Merckle Group's creditors."

Oliver Windholz, Chief Executive Officer of ratiopharm, said, "For ratiopharm, Teva is a natural fit, with its international focus and our shared generic vision. We are convinced that together we can gain enormous growth potential in all markets. Being a part of the Teva family will enable our management team and employees to continue to grow our business and fully materialize the great talent we have at ratiopharm."

Ludwig Merckle, the representative of ratiopharm's family owner said, "The separation of ratiopharm is a painful step for us as the founding family. Taking this as given, I am confident that this is a good solution. Finding the best home for ratiopharm was a vital element in this process. I believe that joining forces with the world's largest generic company will enable ratiopharm to continue its path of growth and success."

Upon completion of the acquisition, Teva expects synergies of at least $400 million (Euro 300 million), which should be fully realized within three years. The transaction is expected to be earnings accretive within three quarters after closing, based on earnings per share according to U.S. GAAP reporting.

The transaction will be funded through a combination of cash on hand and lines of credit.

Kirkland & Ellis LLP served as outside legal counsel for Teva and Goldman, Sachs & Co. acted as financial advisor to Teva in this transaction.

About Teva
Teva Pharmaceutical Industries Ltd., headquartered in Israel, is among the top 15 pharmaceutical companies in the world and is the leading generic pharmaceutical company. The company develops, manufactures and markets generic and innovative pharmaceuticals and active pharmaceutical ingredients. Over 80 percent of Teva's sales are in North America and Western Europe.

May 2, 2011 Teva

Teva to Acquire Cephalon in $6.8 Billion Transaction

- Enhances and Diversifies Teva's Branded Portfolio
- Pipeline and Marketed Products Broaden Reach into Key Therapeutic Areas Including CNS, Oncology, Respiratory and Pain Management
- Attractive Economics with at Least $500 Million in Cost Synergies
- Accretive to non-GAAP Earnings Immediately; Accretive to GAAP Earnings Within Fourth Quarter of Closing

後発医薬品（ジェネリック）メーカー最大手、イスラエルのTeva Pharmaceutical は、米Cephalonを68億ドルで買収することで合意した。Cephalonが拒否したカナダのValeant Pharmaceuticalsによる提案を上回る額を示し、合意に達した。 Tevaは主力の多発性硬化症治療薬「コパクソン」がジェネリックや新しいブランド薬との競争に直面している。Cephalon買収はこれによる売り上げの落ち込みを補完するのに役立つ見込みだ。コパクソンは2010年、テバの売上高全体の21％を占めていた。 Tevaの買収価格は、ValeantがCephalonに買収案を提示した3月29日のCephalon株の終値を39％上回る水準。また４月29日の終値も5.8％上回っている。Cephalonは先月、Valeantが提示した１株当たり73ドルの買収案に対して、価格が低過ぎるとして拒否した。

Teva Pharmaceutical Industries Ltd. and Cephalon, Inc. today announced that their Boards of Directors have unanimously approved a definitive agreement under which Teva will acquire all of the outstanding shares of Cephalon for $81.50 per share in cash, or a total enterprise value of approximately $6.8 billion. The transaction is not conditioned on financing and is expected to be completed in the third quarter of 2011.

The transaction reinforces Teva's long term strategy of building out its branded and specialty pharmaceuticals business through diversification and expansion of the company's product portfolio and pipeline. The combined company will utilize its complementary commercial, R&D and operational capabilities. It will capture value by providing customers with a broad spectrum of specialty branded products. The combined company's sizable branded portfolio represents approximately $7 billion in sales, with a robust pipeline including more than 30 late-stage compounds. The transaction will create immediate and sustainable value in niche therapeutic areas including CNS, oncology, respiratory and pain management. The combined company will become a leader in specialty pharma.

"We are embarking today on a new and exciting future for Teva's branded business, and we are delighted that we will be working together with the Cephalon team," said Shlomo Yanai, President and Chief Executive Officer of Teva. "This is transforming for Teva's branded business, as it will help us to deliver on our strategic goal of creating a diversified, multi-faceted company. We have been following Cephalon for a long time and are very happy with the opportunity to join forces. Our significantly broader portfolio will permit marketing and sales synergies and enhance profitability. We look forward to welcoming our colleagues at Cephalon to the Teva family."

"Cephalon's merger with Teva is the result of a rigorous process that included a review of a wide-range of strategic options undertaken by Cephalon's Board of Directors and management team to maximize value and deliver significant returns to shareholders," said Kevin Buchi, Chief Executive Officer of Cephalon. "By joining forces with Teva, we will benefit from their scale, worldwide reach and operational excellence, allowing us to further pursue our shared goals of delivering new, innovative therapies to help patients around the world. Teva shares our strong commitment to R&D, and we believe our pipeline will thrive under their leadership. We look forward to working with the Teva team to ensure a smooth transition and complete the transaction as expeditiously as possible."

Strategic and Financial Benefits of the Transaction

- Diversifies Teva's Branded Portfolio and Provides Access to New Therapeutic Segments: Together Teva and Cephalon will offer broad market appeal across the pharma spectrum with products that are highly complementary. As a result of the transaction, Teva will expand and diversify its marketed products in CNS, and will add commercial presence in oncology and pain management. The combined company will have more than 20 branded products, with pro forma branded sales of approximately $7 billion.

- Provides Attractive and Highly Complementary Pipeline with Significant Value: Cephalon's attractive pipeline of late-stage products enhances Teva's pipeline in key therapeutic areas including CNS, oncology, and respiratory, and expands into new areas such as pain management. The combined company will have more than 30 compounds in late-stage development, including three products in filing stage. The pipeline has a long patent life and is well positioned for future growth and success.

- Enhances Branded Commercial and R&D Capabilities: Teva will benefit from Cephalon's brand expertise, infrastructure and talent in specialty pharma. Teva and Cephalon share complementary commercial and R&D capabilities, with proven teams of talented employees with experience in bringing products to market.

- Delivers Significant Synergies: By taking advantage of the best of both companies, Teva expects to realize annual cost synergies of at least $500 million in year three following the transaction's close.

- Accretive to Earnings: The transaction is expected to be immediately accretive to Teva's non-GAAP earnings per share and accretive to Teva's GAAP earnings within the fourth quarter of closing.

- Enhances Global Generic Footprint: With Mepha, Teva will benefit from the #1 generics company in Switzerland with a geographic presence in CEE, Africa and Latin America. Mepha provides Teva with a presence in high growth emerging markets.

- Reinforces Teva's Long Term Strategy: The transaction reinforces Teva's long term strategy to drive increased diversification across business units, products and geographies. The combined company's broad product portfolio is expected to support Teva in achieving its stated goal of growing its branded revenues from $4.6 billion in 2010 to over $9 billion in 2015.

About Teva

Teva Pharmaceutical Industries Ltd. (NASDAQ:TEVA) 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 largest generic drug maker, with a global product portfolio of more than 1,450 molecules and a direct presence in about 60 countries. Teva's branded businesses focus on neurological, respiratory and women's health therapeutic areas as well as biologics. Teva's leading innovative product, Copaxone®, is the number one prescribed treatment for multiple sclerosis. Teva employs approximately 40,000 people around the world and reached $16.1 billion in net sales in 2010.

About Cephalon

Cephalon is a global biopharmaceutical company dedicated to discovering, developing and bringing to market medications to improve the quality of life of individuals around the world. Since its inception in 1987, Cephalon has brought first-in-class and best-in-class medicines to patients in several therapeutic areas. Cephalon has the distinction of being one of the world's fastest-growing biopharmaceutical companies, now among the Fortune 1000 and a member of the S&P 500 Index, employing approximately 4,000 people worldwide. The company sells numerous branded and generic products around the world. In total, Cephalon sells more than 170 products in nearly 100 countries. More information on Cephalon and its products is available at http://www.cephalon.com.

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March 29, 2011 Valeant

Valeant Pharmaceuticals Proposes to Acquire Cephalon, Inc. for $73 Per Share in Cash

- Offer valued at approximately $5.7 billion
- Valeant expects to commence Consent Solicitation Process week of April 4, 2011 to replace Cephalon board

Valeant Pharmaceuticals International, Inc. today announced that it had made a proposal to the Board of Directors of Cephalon, Inc., to acquire Cephalon for $73.00 per share in cash. The proposal, valued at approximately $5.7 billion, represents a premium of approximately 29% over Cephalon's 30-day trading average.

Valeantは、2010年9月にカナダのBiovail が米国に本拠を置くValeantを33億ドルで買収し、名称を引き継いで現在の形となった。
On September 28, 2010, Valeant Pharmaceuticals International and Biovail Corporation completed their merger to become one company.

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May 2, 2011

Valeant Pharmaceuticals Congratulates Teva and Cephalon on Their Transaction

Valeant Pharmaceuticals International, Inc. today congratulated Teva Pharmaceutical Industries Ltd. and Cephalon, Inc. on their announcement that Cephalon has agreed to be acquired by Teva. In response to the news, Valeant has withdrawn its consent solicitation.

"We believe that this announcement is positive news for Cephalon stockholders and we are pleased that Teva has paid what we believe is a very full value for the company and as a result, have withdrawn our consent solicitation," stated J. Michael Pearson, chairman and chief executive officer. "As Cephalon stockholders ourselves with over a million shares owned, we will benefit from this transaction without participating further in the process. We will remain disciplined on our M&A strategy and will look to deploy our freed-up capital on other opportunities to create value for our shareholders."

2011/5/3 　日本経済新聞　

後発薬最大手テバ、日本３位の大洋薬品 400億円で買収　医薬再編の主流に

後発薬世界最大手のテバ・ファーマシューティカル・インダストリーズ（イスラエル）は後発薬国内３位の大洋薬品工業（名古屋市）を買収する方針を固めた。買収額は 400億円前後とみられる。新薬より３割安い後発薬の市場は医療費削減を急ぐ米欧や新興国で急拡大しており、海外では後発薬メーカーを軸にした医薬の再編 が加速している。世界の後発薬大手は社会保障費用の圧縮で後発薬の普及が見込める日本市場にも注目しており、日本でも後発薬を巡る再編が活発になりそう だ。

　テバは大洋の創業家などから過半数の株式を取得し経営権を握る。大洋の2010年３月期の売上高は468億円。当期純利益は26億円。

　テバの10年の売上高は161億ドル（約１兆3000億円）と国内最大手の武田薬品工業と同水準。後発薬の豊富な品ぞろえを持ち、規模を生かして大量生産した医薬品原料（原薬）を安価に輸入できる。大洋の生産設備を生かし、低コスト製品を国内に供給していく。

　テバは05年に日本法人を設立し08年には日本では中堅製薬会社の興和と後発薬の合弁会社の興和テバを設立している。テバは生産では大洋、 販売は興和テバを中心にする戦略とみられる。大洋、興和テバを含めると、テバグループの後発薬の売上高は日医工を上回り国内首位となる見通し。

ジェネリック医薬品最大手の日医工は2010年1月14日、富山県滑川市の主力工場に遺伝子組み換え技術などを使って製造するバイオ後発薬の開発技術センターを設置し、バイオ薬品事業に参入することを発表した。

　テバは昨年、世界４位の独Ratiopharmを約4350億円で買収するなど各地域でＭ＆Ａ（合併・買収）を加速している。２日には米バイオ医薬品のCephalonを68億ドル（約5500億円）で買収することで合意。新薬分野でも影響力を高めつつある。

　国内の後発薬メーカーは小規模な企業が乱立しており、最大手の日医工でも10年11月期の売上高は643億円でテバの約20分の１にとどまる。

　国内の後発薬市場は約8000億円。医薬品全体に占める後発薬の比率は数量ベースで２割程度で、５割以上の欧米に比べ普及が遅れている。

ジェネリック医薬品のシェア（2011/4/25　日本ジェネリック製薬協会発表）　　　　　　

	2009年度	2010年度3Q
出荷数量	20.3%	23.1%
薬価ベース金額	8.5%	9.4%

　後発薬は新薬と比べ通常３割程度安く、半額のものもある。年間約35兆円の総医療費の２割弱は薬剤費が占めており、現在処方されている新薬が後発薬に置き換わるだけで医療費の削減効果は大きい。

　厚生労働省は医療費を抑えるため後発薬の使用を促進している。現在２割程度の使用率を12年度に30％まで引き上げる計画だ。

　10年４月から、医師が新薬を処方した場合でも薬局で患者が同意すれば、医師に確認せずに後発医薬品を調剤できる仕組みも導入した。処方箋 に新薬と後発薬を併記するなど、患者が後発薬を選びやすい環境も整えている。後発薬の使用割合が高い薬局や医療機関には報酬を加算することも決めた。

　こうした施策を受け、日本でも今後は後発薬市場が拡大する見込みで、仏サノフィ・アベンティスが昨年、後発薬大手の日医工と資本提携するなど外資の参入が増えている。

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2010/3/5 　日本のジェネリック市場の動き　　

世界のgeneric医薬品メーカー大手は以下の通り。医薬品大手が含まれている。

　　 シェアは日経推計　(2011/5/3)

May 16, 2011 Teva Teva to Acquire Taiyo 　　　　　　　　日経既報

- Acquisition Will Position Teva as a Leader in the Japanese Generics Market -
- On Track to $1 Billion Annual Sales Ahead of Plan -

Teva Pharmaceutical Industries Ltd. announced today that it has signed a definitive agreement to acquire 57% of the shares in privately-held Taiyo Pharmaceutical Industry Co. Ltd. for $460 million in cash paid to private shareholders. Teva will also extend an offer to purchase all remaining outstanding shares of Taiyo. This transaction gives Taiyo an enterprise value of $1.3 billion. The transaction is expected to be accretive to GAAP earnings within four quarters after closing.
Taiyo is the third largest generic pharmaceutical company in Japan with sales of $530 million in 2010. The company has one of the most comprehensive generic product portfolios in the Japanese market with over 550 generic drugs in a variety of therapeutic areas and dosage forms. Taiyo has strong presence in all major distribution channels in Japan, particularly in hospitals due to its wide range of injectable product offerings. Taiyo's marketing efforts are supported by a strong back-end with top tier production capabilities in a wide range of technologies (including sterile manufacturing) in two manufacturing facilities, as well as a strong R&D team and local regulatory expertise.
Commenting on today's transaction, Shlomo Yanai, Teva's President and Chief Executive Officer, said, "This acquisition will enable Teva to deliver on our strategic objective of becoming a leading player in the fast-growing Japanese generics market. In fact, we now expect to reach our 2015 target of $1 billion in sales in Japan ahead of schedule. Taiyo's strong market reach, cutting-edge production facilities, and impressively large product portfolio, combined with Teva's scale and capabilities as the world's largest generics company, will enable us to offer a much wider range of high quality, affordable generics to a much larger segment of the Japanese market."

Mr. Yanai continued, "We have great respect for Taiyo's legacy and its experienced, talented, and dedicated team and look forward to welcoming them into the Teva family."

Japan is the second largest pharmaceutical market in the world, valued at $96 billion in 2010 with a relatively low rate of generic penetration of 23%. The Japanese government has expressed its intention to increase generic penetration to 30% by 2012.

The transaction will be funded through a combination of cash on hand and bank debt.

Teva expects to complete the transaction by the end of the third quarter. The acquisition is subject to the approval of Taiyo's shareholder meeting and customary closing conditions.

April 21, 2015 

Teva Proposes to Acquire Mylan for $82.00 Per Share in Cash and Stock

Combination to Create an Industry-Leading Company, Well Positioned to Transform the Global Generics Space and Create a Unique and Differentiated Business Model, Leveraging on Its Significant Assets and Capabilities in Generics and Specialty

Very Attractive Strategic and Financial Benefits for Teva and Mylan Stockholders

Teva’s Proposal Provides Significant Premium and Immediate Value for Mylan Stockholders and Opportunity to Participate in Upside Potential of Combined Company

More Attractive Alternative for Mylan Stockholders Than Mylan’s Proposed Acquisition of Perrigo

Enhanced Financial Profile, Creating Opportunity for Rapid Deleveraging, Funding of Future Growth and Increased Investment in Key Specialty Therapeutic Areas

Strongly Positioned to Drive Sustainable Top- and Bottom-Line Growth, Immediately and Over Long-Term

Opportunities for Substantial, Achievable Cost Synergies and Tax Savings, Estimated at $2 Billion Annually

Expected to be Significantly Accretive to Teva Non-GAAP EPS, Starting in the Mid-Teens in Year 1 and Approaching 30% by Year 3

Teva Pharmaceutical Industries Ltd. today announced a proposal to acquire all of the outstanding shares of Mylan N.V. in a transaction valued at $82.00 per Mylan share, with the consideration to be comprised of approximately 50 percent cash and 50 percent stock. The Teva cash and stock proposal provides Mylan stockholders with a substantial premium and immediate cash value, as well as significant potential for future value creation through participation in a financially and commercially stronger company.

Teva’s proposal also provides Mylan stockholders with a more attractive alternative to Mylan’s proposed acquisition of Perrigo Company plc, as announced on April 8, 2015, as well as to Mylan on a standalone basis. Teva’s proposal would provide Mylan stockholders with consideration representing a 37.7% premium to the stock price of Mylan on April 7, 2015, which is the last day of trading prior to Mylan’s press release regarding its unsolicited proposal for Perrigo, and 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.

The proposed combination of Teva and Mylan would create a leading company in the pharmaceutical industry, well positioned to transform the global generics space. The combined company would leverage its significantly more efficient and advanced infrastructure, with enhanced scale, production network, end-to-end product portfolio, commercialization capabilities and geographic reach. With this platform, the combined company would focus on complex technologies and more durable and sustainable products, in combination with robust capabilities in specialty drug development and commercialization. As a result, the combined company would have a unique and differentiated business model addressing significant trends and discontinuities prevailing today among patients and healthcare systems around the world. The combined company would also have an enhanced financial profile, creating the opportunity for rapid deleveraging and the funding of future growth – in generics, specialty and the intersection of the two.

“Our proposal is compelling for both Teva and Mylan stockholders and other stakeholders,” said Erez Vigodman, President and CEO of Teva. “Our proposal would provide Teva stockholders with very attractive strategic and financial benefits and Mylan stockholders with a substantial premium and immediate value for their shares, as well as the opportunity to participate in the significant upside potential of the combined company – one that would transform the global generics space and leverage it to hold a unique leadership position in the pharmaceutical industry. We have long respected Mylan’s business, and we are confident that Mylan’s Board of Directors and stockholders will agree that our proposal represents a significantly more attractive alternative for Mylan and its stockholders than Mylan’s proposed acquisition of Perrigo.”

“We are very satisfied with the progress Teva has made over the last year, solidifying the foundation of our company, protecting its main specialty franchises and building our engines for organic growth. We have deep conviction in the future of Teva, building on our people, pipeline and capabilities in generics and specialty. The combination of Teva and Mylan is a truly unique opportunity to build upon both companies' solid foundations. Bringing the two together will create a much stronger, more efficient platform to achieve our goals. As one company, we would have the infrastructure and capabilities to faster pursue a differentiated business model, fully integrating specialty and generics drugs with products, devices, services and technologies to meet the evolving needs of patients and customers.”

Mr. Vigodman continued, “Furthermore, this proposed transaction advances the best interests of all other stakeholders of Mylan. The combined company will continue to advance Mylan’s vision of setting new standards in healthcare, and will enhance opportunities to provide the world population with access to the broadest range of affordable, high quality medicine. Importantly, employees would benefit from substantial opportunities for growth and development as part of a larger leading company. We look forward to a bright future for our employees and enhanced choice for our customers.”

Mr. Vigodman concluded, “Our companies share years of experience and success leading the generic industry and building strong presences in specialty and biologics. Both Teva and Mylan have achieved their respective goals through innovation, vision and a commitment to quality. Mylan’s business is a natural fit with our own and is highly complementary to it – and bringing together our two companies would not only deliver the greatest value for our financial stakeholders, but also enable us to better serve patients, customers and healthcare systems throughout the world. We are confident that any regulatory requirements necessary to complete a combination with Mylan will be met in a timely manner, enabling us to realize compelling value for stockholders of both Teva and Mylan.”

Prof. Yitzhak Peterburg, Chairman of the Teva Board of Directors, said, “The proposal to acquire Mylan was unanimously approved and strongly supported by the Teva Board. Teva’s strategy has been to aggressively pursue growth opportunities that advance our goal of being a stronger, more diversified organization with the scale and resources to drive value across our business. Our proposed combination advances these objectives and would result in significant and sustained value creation for Teva stockholders.”

Teva and Mylan Together: Compelling Strategic Rationale

Creates an Industry-Leading Company Well-Positioned to Transform the Generics Space: The transaction would create a company with 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. The combined company would benefit from a robust, industry-leading sales infrastructure and deep customer and provider relationships across the expanded network. The result is an even more efficient, flexible and competitive global platform with industry-leading go-to-market capabilities.

The Teva and Mylan product offerings are highly complementary, and together, would create the broadest portfolio in the industry, with a combined pipeline of over 400 pending ANDAs and over 80 first-to-files in the U.S.

Furthermore, the combined company will possess the capabilities and technologies to focus on more complex, hard-to-produce durable products, delivering better value and accessibility, while improving adherence and compliance. Teva's capabilities in this field will significantly expand with the addition of Mylan’s ophthalmic products, soft gel caps, topical and inhalant technologies, “Wave 2” biosimilars, injectables and alternative dosage forms, and Antiretroviral (ARV) products.

The combined company would also benefit from the most advanced R&D capabilities in the generics industry and the world’s leading integrated API division.

Creates a Unique and Differentiated Business Model, Leveraging Significant Assets and Capabilities in Generics and Specialty and the Intersection of the Two: Teva is committed to investing in and growing the combined company’s $10 billion specialty pharmaceuticals business, which it expects will grow stronger, based on combining the separate companies’ standalone offerings. The combined company would benefit from leading positions in multiple sclerosis, respiratory, pain, migraine, movement disorders and allergy therapeutics, combined with an enhanced global infrastructure to pursue current and future commercialization.

Furthermore, the combined company's significantly enhanced financial position and resources would enable it to further invest in its specialty R&D programs and aggressively pursue business development opportunities generating short- and longer-term growth.

Significant Financial Benefits of a Combined Teva and Mylan

Strong Financial Profile to Drive Future Growth: The combined company would have an enhanced financial profile, creating the opportunity for the funding of future growth. The combined Teva and Mylan would have pro forma 2014 revenues of approximately $30 billion and pro forma 2014 EBITDA of approximately $9 billion.

The combined company would have a strong long-term growth profile that includes mid-single digit top-line growth, as well as significant non-GAAP EPS growth. In 2016, the combined company is expected to have cash flow from operations, excluding one-time restructuring costs, of greater than $6 billion, revenues of greater than $30 billion and EBITDA of greater than $10 billion. In 2018, the combined company is expected to have cash flow from operations of greater than $8.5 billion, revenues of approximately $33 billion and EBITDA of approximately $13 billion.

Maintains Financial Strength and Flexibility: The combined company is expected to have substantial debt capacity and an investment grade rating. Furthermore, the combined company’s strong cash flow generation will allow deleveraging to at or below 3.0x gross debt to EBITDA after 24 months, and lower on a net debt to EBITDA basis. As a result, the combined company will be strongly positioned from day one to pursue future acquisitions to expand its portfolio in both specialty pharmaceuticals and generics, in line with Teva’s stated strategy to grow through value-enhancing and complementary acquisitions.
Substantial Cost Synergies and Future Value Creation Consistent with Teva’s Stated Business Development Criteria: Teva and Mylan stockholders would benefit from the opportunity to participate in the strong near- and long-term value creation potential of the combined company. The opportunities for substantial achievable cost synergies and tax savings are estimated to be approximately $2 billion annually and are expected to be largely achieved by the third anniversary of the closing of the transaction. Teva expects the savings to come from operational, SG&A, manufacturing and R&D efficiencies, as well as tax savings.

Teva believes the combination would be significantly accretive to non-GAAP EPS, including expected non-GAAP EPS accretion in the mid-teens in the first year, and approaching 30% by the third year.

Ongoing Return of Capital to Stockholders: Teva expects to continue its current dividend policy and will also continue to evaluate opportunities to return capital to stockholders on an ongoing basis.

Timing and Approvals

The proposal was unanimously approved by the Board of Directors of Teva.

This proposal is subject to customary conditions. 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.

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 expects that the proposed transaction can be completed by year-end 2015. Teva notes that there can be no assurance that a transaction between Teva and Mylan will be consummated.