Bond Teva Pharma Industries 6.15% ( US88163VAD10 ) in USD

Teva Pharma Industries

104.898 % ▼

Israel

US88163VAD10 ( in USD )

6.15% per year ( payment 2 times a year)

31/01/2036

Prospectus brochure of the bond Teva Pharmaceutical Industries US88163VAD10 en USD 6.15%, maturity 31/01/2036

88163VAD1

BB ( Non-investment grade speculative )

Ba1 ( Non-investment grade speculative )

01/02/2026 ( In 69 days )

Teva Pharmaceutical Industries is a global pharmaceutical company specializing in generic and specialty medications, with a focus on central nervous system disorders, respiratory diseases, oncology, and women's health.

Teva Pharmaceutical Industries (ISIN: US88163VAD10, CUSIP: 88163VAD1) issued a USD-denominated bond currently trading at 99.956%, offering a 6.15% coupon with semi-annual payments, maturing on January 31, 2036, and rated BB by S&P and Ba2 by Moody's.

Final Prospectus Supplement
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-130534
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 20, 2005)

Teva Pharmaceutical Finance Company, LLC

$500,000,000 5.550% Senior Notes due 2016
$1,000,000,000 6.150% Senior Notes due 2036
Payment of principal and interest unconditionally guaranteed by
Teva Pharmaceutical Industries Limited

This is an offering by Teva Pharmaceutical Finance Company, LLC ("Teva Finance") of $500,000,000 of its 5.550% Senior Notes due 2016 and
$1,000,000,000 of its 6.150% Senior Notes due 2036. Teva Finance will pay interest on the notes on February 1 and August 1 of each year, beginning
August 1, 2006 to the holders of record at the close of business on the preceding January 15 and July 15, respectively. Payment of all principal and interest
payable on the notes is unconditionally guaranteed by Teva Pharmaceutical Industries Limited ("Teva").
Teva Finance may redeem, in whole or in part, the notes of each series, at any time or from time to time, on at least 20 days', but not more than 60 days',
prior notice. The notes will be redeemable at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed or
(2) the sum of the present values of the Remaining Scheduled Payments discounted on a semi-annual basis, at a rate equal to the sum of the Treasury Rate
and 20 basis points with respect to the 5.550% Senior Notes due 2016 and 30 basis points with respect to the 6.150% Senior Notes due 2036.
The notes will be unsecured senior obligations of Teva Finance, and the guarantee will be an unsecured senior obligation of Teva. Teva Finance is an indirect
subsidiary of Teva. Teva Finance intends to use the proceeds from the offering to refinance short-term bridge financing incurred in order to facilitate the
consummation of Teva's merger with IVAX Corporation ("Ivax").
Concurrently with this offering we and one of our affiliates will offer, by means of a separate prospectus supplement, 0.25% Convertible Senior Debentures
due 2026 in an aggregate principal amount of $500,000,000 and 1.75% Convertible Senior Debentures due 2026 in an aggregate principal amount of
$750,000,000. The 0.25% Convertible Senior Debentures due 2026 will be our unsecured and senior obligation and the 1.75% Convertible Senior
Debentures due 2026 will be the unsecured and senior obligations of Teva Pharmaceutical Finance Company B.V., another wholly owned indirect subsidiary
of Teva, and will be guaranteed as to principal and interest by Teva.

Investing in the notes involves risks. See " Risk Factors" beginning on page S-17 of this prospectus supplement and page 3 of the
accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per 5.550% Senior
Per 6.150% Senior
Note due 2016
Total
Note due 2036
Total

Offering Price

99.856%
$499,280,000
99.986%
$999,860,000

Underwriting Discount(1)

0.450%
$ 2,250,000
0.875%
$ 8,750,000

Proceeds to Teva Finance (before expenses)
99.406%
$497,030,000
99.111%
$991,110,000
(1)
The underwriters have agreed to reimburse Teva for certain expenses incurred in connection with this offering and the concurrent public offerings
described above. See "--Underwriting."
Lehman Brothers, on behalf of the underwriters, expects to deliver the notes on or about January 31, 2006.

LEHMAN BROTHERS
CREDIT SUISSE
CITIGROUP

BANC OF AMERICA SECURITIES LLC

MERRILL LYNCH & CO.

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Final Prospectus Supplement
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Final Prospectus Supplement
Table of Contents
You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus.
We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the
offer is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus supplement or the
accompanying prospectus is accurate as of any date other than the date on the front of this prospectus supplement.
This prospectus supplement and accompanying prospectus are only being distributed to and are only directed at (1) persons who are outside the
United Kingdom or (2) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom they may lawfully be communicated, falling within Article 49
(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The notes are only available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire the notes will be engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on this prospectus supplement or the accompanying prospectus.
To the extent that the offer of the notes is made in any Member State of the European Economic Area that has implemented the Prospectus
Directive (each, a "Relevant Member State") before the date of publication of a prospectus in relation to the notes that has been approved by the
competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State that has notified to the
competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, the offer (including any offer pursuant to this
prospectus) is only addressed to qualified investors in that Relevant Member State within the meaning of the Prospectus Directive or has been or
will be made in circumstances that do not require us to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For purposes of this
provision, the expression "Prospectus Directive" means Directive 2003/71/EC together with any applicable implementing measures in each Relevant
Member State.

TABLE OF CONTENTS
Prospectus Supplement
Page

Prospectus Supplement Summary

S-1
Risk Factors

S-17
Forward Looking Statements

S-19
Ratio of Earnings to Fixed Charges

S-20
Capitalization

S-21
Use of Proceeds

S-23
Description of the Notes and the Guarantee

S-24
United States Federal Income Tax Considerations

S-35
Israeli Tax Issues

S-38
Underwriting

S-39
Experts

S-43
Legal Matters

S-43
Where You Can Find More Information

S-43
Prospectus
Page

About this Prospectus

1
Teva Pharmaceutical Industries Limited

1
Finance Subsidiaries

2
Risk Factors

3
Forward Looking Statements

9
Ratio of Earnings to Fixed Charges

10
Price Range of ADRs and Ordinary Shares

10
Capitalization

12
Use of Proceeds

13
Description of Ordinary Shares

13
Description of American Depositary Shares

14
Description of Debt Securities and Guarantees

20
Description of Purchase Contracts

29
Description of Units

29
Description of Warrants

30
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Taxation

30
Plan of Distribution

31
Experts

33
Legal Matters

33
Where You Can Find More Information

33
Enforcement of Civil Liabilities

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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights information contained elsewhere or incorporated by reference in this prospectus supplement and the accompanying prospectus.
This is not intended to be a complete description of the matters covered in this prospectus supplement and the accompanying prospectus and is subject to,
and qualified in its entirety by, reference to the more detailed information and financial statements (including the notes thereto) included or incorporated by
reference in this prospectus supplement and the accompanying prospectus. Unless otherwise indicated, all references to the "Company", "we", "us", "our"
or "Teva" refer to Teva Pharmaceutical Industries Limited and its subsidiaries. All references to "Teva Finance" refer to Teva Pharmaceutical Finance
Company, LLC, an indirect subsidiary of Teva.

The Company
We are a global pharmaceutical company producing drugs in all major treatment categories, including both generic and proprietary pharmaceutical products.
We are one of the world's largest global generic drug companies and have the leading position in the U.S. generic market. We have successfully utilized our
production and research capabilities to establish a global pharmaceutical operation focused on supplying the growing demand for generic drugs and on
opportunities for proprietary branded products for specific niche categories, with our leading branded drug being Copaxone® for multiple sclerosis. Our
active pharmaceutical ingredients ("API") business provides both significant revenues and profits from sales to third party manufacturers and strategic
benefits to our own pharmaceutical production through its timely delivery of significant raw materials.
Our operations are conducted directly and through subsidiaries in North America, Europe, Israel and several other jurisdictions. During the first nine months
of 2005, we generated approximately 60% of our sales in North America, 29% in Europe and 11% in the rest of the world, predominantly in Israel.
Generic Pharmaceutical Products. Teva Pharmaceuticals USA, Inc. ("Teva USA"), our principal subsidiary, is the leading generic drug company in the
United States. Teva USA markets approximately 220 generic products representing approximately 600 dosage strengths and packaging sizes, which are
distributed and sold in the United States.
We are also participating in the growth and development of the European market for generic products. Through our European subsidiaries, we manufacture
approximately 450 generic products representing over 4,000 dosage strengths and packaging sizes, which are sold primarily in The Netherlands, the United
Kingdom, Hungary, France and Italy.
The potential for future sales growth of our generic products lies in our pipeline of pending generic product registrations, as well as tentative approvals
already granted. As of December 31, 2005, we had:

· 149 product applications, some significant, awaiting approval by the U.S. Food and Drug Administration, which we refer to as the FDA, including
32 applications for which tentative FDA approval has already been granted. Collectively, the products covered by these 149 applications have

corresponding annual U.S. branded sales of approximately $87.4 billion. Of these 149 applications, 85 were submitted pursuant to a Paragraph IV
procedure. We believe we are first-to-file on 41 of these applications, with annual U.S. branded sales of approximately $27.3 billion; and

· 818 applications pending in Europe for 127 compounds in 264 formulations.
Proprietary Pharmaceutical Products. In the area of proprietary drugs, we leverage our access to Israeli-based academic research in order to develop
innovative compounds for use in selected therapeutic markets. Our

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proprietary research and development pipeline is currently focused mainly in the areas of neurological disorders and autoimmune diseases, primarily in the
development of Copaxone® for the treatment of multiple sclerosis, which has been sold in the United States since 1997, and the development of Agilect®/
Azilect® (rasagiline's brand name in the United States and Europe, respectively) for the treatment of Parkinson's disease.
Copaxone®, our leading product and our first major innovative drug, is the first non-interferon agent used in the treatment of relapsing-remitting multiple
sclerosis. Multiple sclerosis, or MS, is a debilitating autoimmune disease of the central nervous system. We launched Copaxone® in Israel in December 1996
and in the United States in March 1997. According to IMS Health Inc. ("IMS") data, in the third quarter of 2005, Copaxone® further augmented its position
as the U.S. market leader in both new and total prescriptions, reaching a total prescription share of 32.9% in September 2005. The ongoing growth in sales of
Copaxone® in the United States has been enhanced by the continued penetration of Copaxone® in most European countries, with the most significant being
Germany. Copaxone® has been approved for marketing in 44 countries, including the United States, Mexico, Israel, Canada, twenty-two countries in the
European Union, Switzerland, Australia, Russia, Brazil and Argentina.
In September 2003, following the successful completion of two phase III clinical trials, we submitted to the FDA a New Drug Application for Agilect® for
the treatment of Parkinson's disease. Final marketing authorization for Azilect® covering European Union countries was granted by the European
Commission in February 2005. Azilect® was launched in the United Kingdom in June 2005, following its introduction into the Israeli market in March 2005,
and is on track to be launched progressively in other European countries during 2006. In the United States, on August 5, 2005, we received a letter from the
FDA regarding our NDA for Agilect®, reiterating the FDA's position that the application is approvable, although there remain a number of issues that we
believed we had resolved with our submissions, but as to which the FDA continues to have concerns. We have subsequently had a follow-up meeting with
the FDA to discuss issues raised in their letter, and we have then made additional submissions of information to the FDA. We intend to continue to work
closely with the agency to resolve the open issues.
Pharmaceutical Production. We operate 20 finished dosage pharmaceutical plants in North America, Europe and Israel, including a new state of the art
production facility recently opened in Jerusalem. The plants manufacture solid dosage forms, injectables, liquids and semi-solids. During 2005, our plants
produced approximately 22 billion tablets and capsules and over 200 million injectable units.
Active Pharmaceutical Ingredients. We also possess significant manufacturing operations for the production of active pharmaceutical ingredients, and our
active pharmaceutical ingredients division currently offers over 200 products to the market. With a leading global market share in certain major chemicals
for generic pharmaceuticals, our active pharmaceutical ingredients business also facilitates our entry into new drug markets and offers a cost effective source
of raw materials for our own pharmaceutical production.
We were incorporated in Israel on February 13, 1944 and are the successor to a number of Israeli corporations, the oldest of which was established in 1901.
Our executive offices are located at 5 Basel Street, P.O. Box 3190, Petach Tikva 49131 Israel, telephone number 972-3-926-7267.

Teva Finance
Teva Finance is a Delaware limited liability company that was formed on December 16, 2005 to issue debt securities pursuant to the accompanying
prospectus. Its address is 1090 Horsham Road, North Wales, Pennsylvania 19454, telephone number (215) 591-3000.

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Recent Developments
Ivax Acquisition
On January 26, 2006, we consummated the acquisition of IVAX Corporation ("Ivax"). The aggregate consideration for the Ivax acquisition was
approximately $8.75 billion comprised of approximately $3.75 billion in cash and $5.0 billion in ADRs based on the value of our ADRs at the close of
trading on January 26, 2006.
About Ivax. Ivax is a multinational company engaged in the research, development, manufacture and marketing of pharmaceutical products. Ivax
manufactures and/or markets several brand name pharmaceutical products and a wide variety of brand equivalent and over-the-counter pharmaceutical
products, primarily in the United States, Europe and Latin America. Ivax markets a number of proprietary and brand name products treating a variety of
conditions. These products are marketed by its direct sales force to physicians, pharmacies, hospitals, managed care organizations, or MCOs, and
government agencies.
Ivax has substantial expertise in the development, manufacture and marketing of respiratory drugs, primarily for bronchial asthma, in metered-dose and dry
powder inhaler formulations. Its United Kingdom subsidiary is the third largest respiratory company in that market based on IMS sales data for 2004. At the
core of Ivax's respiratory franchise are advanced delivery systems, which include a patented breath-actuated dose inhaler called Easi-BreatheTM and a
patented dry-powder inhaler called AirmaxTM, as well as conventional metered-dose inhalers. Ivax has pioneered the development of aerosol products that do
not contain CFCs (chlorofluorocarbons), chemicals that are believed to be harmful to the environment, which are being phased out on a global basis.
Proprietary Pharmaceutical Products. Ivax has been committed to the cost-effective development of proprietary pharmaceuticals directed primarily
towards indications having relatively large patient populations or for which it believes limited or inadequate treatments are available, with an emphasis on
the development of products in the neurological, oncology and respiratory fields. As part of this strategy, from time to time, Ivax has entered into licensing
and collaborative alliances, which allow it to exploit its drug development capabilities or provide it with valuable intellectual property and technologies.
Generic Pharmaceutical Products. Ivax also markets a broad line of brand equivalent pharmaceutical products, both prescription and over-the-counter. In
the United States, Ivax manufactures and markets approximately 81 brand equivalent prescription drugs in an aggregate of approximately 183 dosage
strengths. In the United States, Ivax distributes approximately 190 additional brand equivalent prescription and over-the-counter drugs as well as vitamin
supplements. In the United Kingdom, Ivax is a leading provider of brand equivalent pharmaceutical products, marketing approximately 438 brand equivalent
drugs, about half of which it manufactures. As of December 31, 2005, Ivax had:

· 61abbreviated new drug applications awaiting approval by the FDA. Ivax believes it is first-to-file on twelve of these applications, with annual U.

S. branded sales of approximately $11.6 billion during the twelve months ended September 30, 2005; and

· over 300 generic applications pending with agencies in 14 countries outside of the United States.
Ivax was incorporated in Florida in 1993, as successor to a Delaware corporation formed in 1985. Its executive offices are located at 4400 Biscayne
Boulevard, Miami, FL 33137, telephone number (305) 575-6500.

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Strategic Rationale. We believe that a business combination with Ivax provides a unique opportunity to advance our strategic goal of being a world leader
in supplying the growing global demand for generic drugs, while simultaneously pursuing opportunities for proprietary branded products for specific niche
categories. The merger will provide us with an ability to respond, on a global scale, to a wider range of requirements of patients, customers and healthcare
providers, both therapeutically and economically. Key elements of this unique strategic fit include:

· Complementary Geographies. The acquisition of Ivax will provide us with both complementary and added geographic coverage in a large
variety of markets for generic drugs. The merger will strengthen our leadership in the U.S. generics market--in terms of the breadth of our
product offerings, a further deepening of our already rich generic product pipeline and an expansion of the technologies available to us for both
current and future products. In European markets for generic drugs, the merger will enhance our current leadership position in the United

Kingdom, enable us to obtain a leadership position in France, Russia and the Czech Republic, and provide us with a strong base in Poland. The
merger will also allow us to significantly accelerate and expand our presence in Latin America--a region considered to be among the fastest
growing pharmaceutical markets in the world--where, in addition to complementing our existing position in Mexico and Argentina, the addition
of Ivax operations will extend our reach into new Latin American markets including Venezuela, Chile and Peru. As a result of the merger, we will
have a direct presence in more than 50 countries and indirect sales in numerous others, giving us an industry-leading global reach.

· Global Generic Research and Development. We believe that the merger will enhance our generic research and development capabilities. We
believe an increase in the number of filings at the FDA, complementary therapeutic areas and an increased likelihood of first-to-file status, will

enhance the value of the combined pipeline of Teva and Ivax. The combined entity will have additional scientific capabilities and technologies
across a broad range of markets and geographies, and will thus provide us a greater opportunity to leverage development across markets.

· Expanded Therapeutic Proprietary Portfolio. The merger will give us a targeted presence in Ivax's key branded areas, specifically Ivax's
presence in respiratory products, including its unique breath-actuated inhaler technology and its line of environmentally friendly inhalers.
Respiratory products are one of the largest product categories that were missing from our otherwise broad line of pharmaceutical products. In

addition, we will benefit from Ivax's extensive proprietary drug research pipeline that includes products in various stages of clinical and pre-
clinical development and that, in many respects, complements our existing proprietary drug focus on multiple sclerosis, other central nervous
system diseases and oncology.

· Expanded Opportunities for Vertical Integration. The addition of Ivax operations to the Teva family of companies will provide us with an

opportunity to expand the vertical integration between our active pharmaceutical ingredient business and Ivax's finished dose manufacturing
operations in both existing and new geographic markets.

· Animal Health Business. Through the merger we will acquire Ivax's animal health business. Ivax is a leading provider of generic drugs for
companion and farm animals in the United States. Throughout much of our history, we have also been engaged in the veterinary business,

primarily as a developer of products, especially vaccines for the care of livestock, albeit on a scale which is minor relative to the scope of our
other operations. We believe that the combination of the two companies may provide potential product and technology synergies, and the
potential for geographic expansion in the field of veterinary pharmaceuticals.

· Complementary Technologies. The merger will increase our current technology coverage, such that the technologies which the combined

companies could utilize and deploy will include tablets, capsules, controlled release products, ointments, creams, liquids, suspensions, soft gels,
lyophilized products, injectibles, metered dose inhalers, nasal sprays and breath-actuated inhalers.

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Financial Benefits. We anticipate that the merger will become accretive to earnings within the first year after the effective time of the merger, and that
substantial opportunities exist for both revenue and cost synergies in the combination of these two businesses. Such synergies could be expected to come
from efficiencies in manufacturing and the integration of Ivax's manufacturing operations into our global supply chain, savings in sales, general and
administrative expenditures and research and development expenses due to a consolidation of operations, and opportunities for significant reductions in cost
of goods sold due to vertical integration and economies of scale in raw materials sourcing. The expansion of customer bases and geographic markets,
complementary systems of distribution and the offering of a broader portfolio of products to existing customers could also be expected to result in enhanced
opportunities for revenue growth.

Concurrent Convertible Senior Debentures Offering
Concurrently with this offering, we will offer, by means of separate prospectus supplements, our 1.75% Convertible Senior Debentures due 2026 in an
aggregate principal amount of $750 million and our 0.25% Convertible Senior Debentures due 2026 in an aggregate principal amount of $500 million. The
0.25% Convertible Senior Debentures due 2026 will be our unsecured senior obligations and the 1.75% Convertible Senior Debentures due 2026 will be the
unsecured senior obligations of Teva Pharmaceutical Finance Company B.V., another wholly-owned indirect subsidiary of Teva, and will be guaranteed as to
principal and interest by Teva.

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The Offering
Issuer
Teva Pharmaceutical Finance Company, LLC, an indirect, wholly owned subsidiary of Teva
Pharmaceutical Industries Limited which has no assets or operations other than in connection with this
offering.
Securities Offered
$500 million in aggregate principal amount of 5.550% Senior Notes due 2016 and $1,000 million in
aggregate principal amount of 6.150% Senior Notes due 2036.
Guarantee
Teva will irrevocably and unconditionally guarantee the punctual payment when due of the principal
of and interest and additional tax amounts as described in "Description of the Notes and the
Guarantee--Additional Tax Amounts," if any, on the notes.
Ranking
As indebtedness of Teva, the guarantee will rank:

· senior to the rights of creditors under debt expressly subordinated to the notes;

· equally with other unsecured debt of Teva from time to time outstanding other than any that is

subordinated to the notes;

· effectively junior to Teva's secured indebtedness up to the value of the collateral securing that

indebtedness; and

· effectively junior to the indebtedness of Teva's subsidiaries.
Maturity
The 5.550% Senior Notes due 2016 will mature on February 1, 2016 and the 6.150% Senior Notes
due 2036 will mature on February 1, 2036, unless earlier redeemed.
Interest Payment Dates
February 1 and August 1, beginning August 1, 2006, and at maturity, for both notes.
Interest Rate
5.550% per year in the case of the 5.550% Senior Notes due 2016 and 6.150% per year in the case
of the 6.150% Senior Notes due 2036. See "Description of the Notes and the Guarantee--Payment
of Interest and Principal."
Optional Redemption by Teva Finance
Teva Finance may redeem, in whole or in part, the notes of each series, at any time or from time to
time, on at least 20 days', but not more than 60 days', prior notice. The notes will be redeemable at
a redemption price equal to the greater of (1) 100% of the principal amount of the notes to be
redeemed or (2) the sum of the present values of the Remaining Scheduled Payments discounted on
a semi-annual basis, at a rate equal to the sum of the Treasury Rate and 20 basis points with respect
to the 5.550% Senior Notes due 2016 and 30 basis points with respect to the 6.150% Senior Notes
due 2036. See "Description of the Notes and the Guarantee--Optional Redemption by Teva
Finance."

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Document Outline

sec.gov
- #1">Final Prospectus Supplement