Disclaimer

Teva’s obligation to accept for purchase and to pay for any of the Notes in the Offers is subject to the satisfaction or waiver of a number of conditions, including the completion by Teva and/or one or more of its wholly owned subsidiaries (the “New Notes Issuers”) of an offering (the “Financing Transaction”) of debt securities that results in minimum gross proceeds acceptable to Teva to fund the aggregate purchase price for Notes to be purchased pursuant to the Offers, on terms and subject to conditions reasonably satisfactory to us (the “Financing Condition”). The Offer to Purchase is not an offer to sell or a solicitation of an offer to buy such debt securities or any other securities. See “Principal Terms of the Offers” and “Conditions of the Offers.”

The amounts of each series of Notes that are purchased on any Settlement Date (as defined in the Offer to Purchase) will be determined in accordance with the Acceptance Priority Levels set forth on the front cover of the Offer to Purchase, with 1 being the highest Acceptance Priority Level and 6 being the lowest Acceptance Priority Level, provided that we will only accept for purchase Notes with an aggregate purchase price (excluding Accrued Interest) up to the Total Maximum Amount. In addition, no more than $1,550,000,000 aggregate purchase price (excluding Accrued Interest) of Pool 1 Notes, no more than $250,000,000 (equivalent) aggregate purchase price (excluding Accrued Interest) of Pool 2 Notes and no more than $200,000,000 (equivalent) aggregate purchase price (excluding Accrued Interest) of Pool 3 Notes will be purchased in the Offers. The Pool Tender Caps may be increased or decreased by Teva at its sole discretion.

Subject to the Pool Tender Caps and the Total Maximum Amount, Holders of Notes (each a “Holder” and collectively, “Holders”) that are validly tendered (and not validly withdrawn) at or prior to the Early Tender Time and accepted for purchase will receive the applicable Total Consideration. The applicable Total Consideration already includes the applicable Early Tender Premium set forth in the table on the cover page of the Offer to Purchase and will be payable on the Initial Settlement Date (as defined in the Offer to Purchase) (or the Final Settlement Date (as defined in the Offer to Purchase) if we elect not to have an Initial Settlement Date). 

With respect to the Pool 3 Notes, the Total Consideration payable for each series of Pool 3 Notes will be a price per $1,000 or €1,000 principal amount of such series of Notes (subject in each case to the Minimum Authorized Denomination (as defined below) of the relevant series of Notes) that shall equal to an amount calculated in accordance with the applicable formulas described in Schedules A-1 or A-2 (rounded to the nearest cent, with half a cent rounded upwards) that would reflect, as of the Initial Settlement Date, a yield to the First Par Call Date equal to the sum (with such sum being converted from an annual to semi-annual basis, in the case of the 2029 Euro Notes only) of (i) the Reference Yield for such series, determined at 10:30 a.m. (Eastern time) on June 3, 2025 (such time and date, as the same may be extended, the “Price Determination Date”) plus (ii) the fixed spread applicable to such series, as set forth in the table on the cover page of the Offer to Purchase (the “Fixed Spread”), in each case exclusive of Accrued Interest on the Notes from, and including, the last interest payment date for such series of Notes to, but not including, the applicable Settlement Date. When calculated in such a manner, such amount already includes the applicable Early Tender Premium. The “Reference Yield” with respect to each relevant series of Notes in the Pool 3 Notes, shall be either the applicable bid-side yield, determined in accordance with market convention, of the applicable reference security (the “Reference Security”) or 2029 Euro Notes Interpolated Mid-Swap Rate (as defined in the Offer to Purchase), as applicable, listed in the table on the cover page of the Offer to Purchase for such series. 

Tenders received at or prior to the Early Tender Time will be accepted in priority to tenders that are not received at or prior to the Early Tender Time, and if the Pool Tender Caps and/or the Total Maximum Amount are reached at the Early Tender Time, no further tenders of the relevant Notes will be accepted. Subject to the Pool Tender Caps and the Total Maximum Amount, Holders of Notes tendered following the Early Tender Time, but at or prior to the Expiration Time, and accepted for purchase will receive the applicable Tender Offer Consideration, which will be payable on the Final Settlement Date. The “Tender Offer Consideration” for a series of Notes will equal the applicable Total Consideration minus the applicable Early Tender Premium. We may, at our option, elect to pay the Total Consideration after the Early Tender Time but before the Expiration Time (the date of such payment, the “Initial Settlement Date”). We expect to have an Initial Settlement Date, and assuming that the conditions to the Offers are satisfied or waived, such Initial Settlement Date may be as early as three business days following the Early Tender Time. “business day” means each Monday, Tuesday, Wednesday, Thursday or Friday that is a day on which the Clearing Systems are open and that is not a day on which banking institutions in the United States are generally authorized or obligated by law or executive order to close. The Tender Offer Consideration will be payable promptly after the Expiration Time (the date of such payment, the “Final Settlement Date” and, together with the Initial Settlement Date, if any, each a “Settlement Date”). Assuming that the conditions to the Offers are satisfied or waived, the Final Settlement Date is expected to occur two business days after the Expiration Time.

In addition to the Total Consideration or the Tender Offer Consideration, as applicable, all Holders of Notes accepted for purchase will also receive accrued and unpaid interest from, and including, the last interest payment date for such series of Notes to, but excluding, the applicable Settlement Date.

Tenders of Notes may be withdrawn at any time at or prior to the Withdrawal Deadline, but not thereafter. Notwithstanding any other provision in the Offer to Purchase, Teva’s obligation to accept for purchase, and pay for, Notes of each series which are validly tendered (and not validly withdrawn) pursuant to an Offer is subject to and conditioned upon the satisfaction or waiver of the Financing Condition and the General Conditions (as defined below).

Teva reserves the right to (i) waive any and all conditions to an Offer with respect to one or more series of Notes; (ii) extend or terminate an Offer with respect to one or more series of Notes at any time; (iii) increase or decrease the Total Maximum Amount; (iv) increase or decrease one or more of the Pool Tender Caps; or (v) otherwise amend an Offer with respect to one or more series of Notes in any respect, in each case, subject to applicable law and in accordance with the terms set forth in the Offer to Purchase. If we increase or decrease the Total Maximum Amount, increase or decrease any of the Pool Tender Caps or otherwise alter the terms of any Offer, we do not expect to extend the Early Tender Time, the Expiration Time or Withdrawal Deadline or otherwise modify any rights to withdraw Notes previously tendered, except as may be required by law. If Teva chooses to increase the Total Maximum Amount, it may correspondingly (but is not obligated to) increase the Pool Tender Caps of one or more pools of Notes at its option. If a Holder tenders more Notes in an Offer than it expects to be accepted for purchase by us based on the Total Maximum Amount, the applicable Pool Tender Cap, or the Acceptance Priority Level for the Notes being tendered, and we subsequently accept more Notes than such Holder expected of such Notes tendered and not validly withdrawn on or before the Withdrawal Deadline, such Holder will not be able to withdraw any of its previously tendered Notes. Accordingly, a Holder should not tender any Notes that it does not wish to be accepted for purchase. 

Teva has retained BNP PARIBAS, HSBC Bank plc, Intesa Sanpaolo S.p.A., J.P. Morgan Securities LLC, J.P. Morgan Securities plc and Merrill Lynch International (or their respective affiliates) to act as the dealer managers (the “Dealer Managers”) in connection with the Offers. D.F. King has been appointed as information and tender agent (the “Information and Tender Agent”) in connection with the Offers. 

We will deliver the Notes that we purchase in the Offers to the applicable trustee of the indentures relating to the Notes for cancellation, and those Notes will cease to be outstanding. Any Notes that remain outstanding after the Offers will continue to be our obligations. Holders of those outstanding Notes will continue to have all the rights associated with those Notes. We are not seeking the approval of Holders for any amendment to the Notes or the indentures relating to the Notes.

None of the Information and Tender Agent, any trustee of the indentures relating to the Notes, or the Dealer Managers or any affiliate of any of them nor their respective directors, officers, employees or affiliates assume any responsibility for the accuracy or completeness of the information contained in the Offer to Purchase or related documents including the information concerning the Offers, Teva or any of its affiliates contained in the Offer to Purchase or for any failure by Teva to disclose events that may have occurred and may affect the significance or accuracy of such information.

None of Teva, the Information and Tender Agent, any trustee of the indentures relating to the Notes, or the Dealer Managers or any affiliate of any of them are providing Holders with any legal, business, tax or other advice in the Offer to Purchase. Holders should consult with their own advisers as needed to assist them in making an investment decision and to advise them whether they are legally permitted to tender Notes for cash. Holders must comply with all laws that apply to them in any place in which they possess the Offer to Purchase.

Holders must also obtain any consents or approvals that they need in order to tender their Notes. None of Teva, the Information and Tender Agent, any trustee of the indentures relating to the Notes, or the Dealer Managers or any affiliate of any of them are responsible for Holders’ compliance with these legal requirements.

If you do not tender your Notes, they will remain outstanding. If Teva consummates any or all of the Offers, the applicable trading market for your outstanding Notes may be significantly more limited. For a discussion of this risk, see “Special Considerations.”

The Notes denominated in U.S. Dollars are referred to in the Offer to Purchase as “Dollar Notes,” and Notes denominated in Euro are referred to in the Offer to Purchase as “Euro Notes.”

None of Teva, the Information and Tender Agent, any trustee of the indentures relating to the Notes, or the Dealer Managers or any affiliate of any of them makes any recommendation as to whether or not Holders of Notes should tender Notes pursuant to the Offers. Each Holder must decide whether to tender Notes and, if tendering, the amount of Notes to tender. Holders are urged to review carefully all information contained or incorporated by reference in this Offer to Purchase.