Obligation Teva Pharma Industries 0% ( US88166BAA89 ) en USD

Teva Pharma Industries

100 % ⇌

Israel

US88166BAA89 ( en USD )

0%

19/12/2011 - Obligation échue

Prospectus brochure de l'obligation Teva Pharmaceutical Industries US88166BAA89 en USD 0%, échue

2 000 USD

500 000 000 USD

88166BAA8

NR

NR

Teva Pharmaceutical Industries est une société pharmaceutique multinationale israélienne qui développe, fabrique et commercialise des médicaments génériques et des produits spécialisés à travers le monde.

L'Obligation émise par Teva Pharma Industries ( Israel ) , en USD, avec le code ISIN US88166BAA89, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/12/2011

L'Obligation émise par Teva Pharma Industries ( Israel ) , en USD, avec le code ISIN US88166BAA89, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Teva Pharma Industries ( Israel ) , en USD, avec le code ISIN US88166BAA89, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
Page 1 of 93
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-155927
333-155927-03
333-155927-04
Title of Each Class of
Amount to be
Amount of
Securities to be Registered

Registered

Registration Fee
Teva Pharmaceutical Finance III, LLC Floating Rate Senior Notes due 2011

$ 500,000,000
$ 35,650.00(1)
Teva Pharmaceutical Industries Limited Guarantee of Floating Rate Senior Notes
due 2011

(2)

(2)

Teva Pharmaceutical Finance III, LLC 1.500% Senior Notes due 2012

$1,000,000,000
$ 71,300.00(1)
Teva Pharmaceutical Industries Limited Guarantee of 1.500% Senior Notes due
2012

(2)

(2)

Teva Pharmaceutical Finance II B.V. 3.000% Senior Notes due 2015

$1,000,000,000
$ 71,300.00(1)
Teva Pharmaceutical Industries Limited Guarantee of 3.000% Senior Notes due
2015

(2

) (2

)
Total

$ 178,250.00(1)
(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. A filing fee of $178,250.00
has been transmitted to the SEC in connection with the securities offered from the registration statement (File No. 333-
155927) by means of this prospectus supplement.
(2)
No separate consideration will be received for the guarantees. Pursuant to Rule 457(n) under the Securities Act, no
separate fee is payable with respect to the guarantees being registered.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated December 4, 2008)
$2,500,000,000

Teva Pharmaceutical Finance III, LLC

$500,000,000 Floating Rate Senior Notes due 2011
$1,000,000,000 1.500% Senior Notes due 2012
Teva Pharmaceutical Finance II B.V.
$1,000,000,000 3.000% Senior Notes due 2015
Payment of principal and interest unconditionally guaranteed by
Teva Pharmaceutical Industries Limited

This is an offering by

· Teva Pharmaceutical Finance III, LLC ("Teva Finance LLC") of $500,000,000 of its Floating Rate Senior Notes due

2011 (the "2011 notes") and $1,000,000,000 of its 1.500% Senior Notes due 2012 (the "2012 notes"); and

· Teva Pharmaceutical Finance II B.V. ("Teva Finance BV" and, together with Teva Finance LLC, the "issuers") of

$1,000,000,000 of its 3.000% Senior Notes due 2015 (the "2015 notes").
Teva Finance LLC will pay interest on the 2011 notes quarterly in arrears on the 19th day of March, June, September and
December of each year, beginning September 19, 2010, to the holders of record at the close of business on the preceding
March 1, June 1, September 1 and December 1, respectively. The issuers will pay interest on the 2012 notes and the 2015
notes on June 15 and December 15 of each year, beginning December 15, 2010, to the holders of record at the close of
business on the preceding June 1 and December 1, respectively. Payment of all principal and interest payable on the notes is
unconditionally guaranteed by Teva Pharmaceutical Industries Limited ("Teva").
The issuers may redeem, in whole or in part, the 2012 notes and/or the 2015 notes, at any time or from time to time, on at
least 20 days', but not more than 60 days', prior notice. These 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 (as defined herein) discounted on a semi-annual basis, at a rate equal to the sum of the Treasury Rate
and 12 basis points with respect to the 2012 notes and 15 basis points for the 2015 notes.
The notes will be unsecured senior obligations of the issuers, which are indirect subsidiaries of Teva, and the guarantees
will be unsecured senior obligations of Teva. Teva intends to use the proceeds from the offering to repay approximately $800
million of the approximately $1.5 billion outstanding under its unsecured credit facility assumed in connection with the
acquisition of Barr Pharmaceuticals, Inc. ("Barr") in 2008, pay a portion of the purchase price for its pending acquisition of
Merckle-ratiopharm Group and/or for general corporate purposes.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-7 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 Floating
Per 1.500%
Per 3.000%
Rate Senior
Senior
Senior
Note due
Note due
Note due

2011
Total
2012
Total

2015

Total
Offering price(1)

100.000% $500,000,000
99.902% $999,020,000
99.876% $998,760,000
Underwriting discount

0.100% $
500,000
0.200% $ 2,000,000
0.350% $ 3,500,000
Proceeds to the issuers (before
expenses)

99.900% $499,500,000
99.702% $997,020,000
99.526% $995,260,000
(1) Plus accrued interest, if any, from June 18, 2010, if settlement occurs after that date.
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The underwriters expect to deliver the notes on or about June 18, 2010.

Active Joint Book-Running Managers
Credit Suisse
Goldman, Sachs & Co.
Morgan Stanley

Passive Book-Running Managers
Barclays Capital
Citi

Co-Managers
BNP PARIBAS
Credit Agricole CIB
HSBC

The date of this prospectus supplement is June 15, 2010.
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We have not authorized anyone to provide any information or to make any representations other than those
contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free
writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you. This prospectus supplement and the accompanying
prospectus is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it
is lawful to do so. The information contained in this prospectus supplement and the accompanying prospectus is
current only as of the respective dates of such documents.
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.
In relation to each Member State of the European Economic Area ("EEA") which has implemented the
Prospectus Directive (each, a "Relevant Member State") an offer to the public of any notes which are the subject of
the offering contemplated by this prospectus may not be made in that Relevant Member State except for an offer to
qualified investors in that Member State within the meaning of the Prospectus Directive, provided that no such offer
of notes shall result in a requirement for the publication by the issuers or the book-running managers of a prospectus
pursuant to Article 3 of the Prospectus Directive.
This prospectus has been prepared on the basis that any offer of notes in any Relevant Member State will be
made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from
the requirement to publish a prospectus for the offer of these notes. Accordingly any person making or intending to
make any offer within the EEA of notes which are the subject of the offering contemplated in this prospectus may
only do so in circumstances in which no obligation arises for the issuers, or any of the book-running managers to
publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the issuers nor
the book-running managers have authorized, nor do they authorize, the making of any offer (other than permitted
public offers) of notes in circumstances in which an obligation arises for the issuers or the book-running managers to
publish a prospectus for such offer.
Each person in a Relevant Member State who receives any communication in respect of, or who acquires any
notes under, the offers contemplated in this prospectus will be deemed to have represented, warranted and agreed to
and with each of the issuers and each book-running manager that:

· it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article

2(1)(e) of the Prospectus Directive; and

· in the case of any notes acquired by it as a financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the notes acquired by it in the offer have not been acquired on behalf of, nor have
they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than

qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior
consent of the book-running managers has been given to the offer or resale; or (ii) where notes have been
acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of
those notes to it is not treated under the Prospectus Directive as having been made to such persons.
For the purposes of the above, the expression an "offer to the public" in relation to any notes in any Relevant
Member State means the communication in any form and by any means of sufficient information on the terms of the
offer and any notes to be offered so as to enable an investor to decide to purchase or
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Table of Contents
subscribe for the notes, as the same may be varied in that Relevant Member State by any measure implementing the
Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive
2003/71/EC and includes any relevant implementing measure in each Relevant Member State."
In connection with the issue of the notes, the book-running managers (or persons acting on behalf of any of the
book-running managers may over-allot notes or effect transactions with a view to supporting the market price of the
notes at a level higher than that which might otherwise prevail. However, there is no assurance that the joint book-
running managers (or persons acting on behalf of a book-running manager) will undertake stabilization action. Such
stabilizing, if commenced, may be discontinued at any time and, if begun, must be brought to an end after a limited
period. Any stabilization action or over-allotment must be conducted by the relevant book-running managers (or
persons acting on behalf of any book-running manager) in accordance with all applicable laws and rules.

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Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
Prospectus Supplement Summary

S-1
The Offering

S-3
Summary Selected Historical Financial Data of Teva

S-5
Risk Factors

S-7
Forward Looking Statements
S-10
Ratio of Earnings to Fixed Charges
S-12
Capitalization
S-13
Use of Proceeds
S-14
Description of the Notes and the Guarantees
S-15
United States Federal Income Tax Considerations
S-29
Israeli Tax Issues
S-32
Underwriting
S-33
Experts
S-38
Legal Matters
S-38
Where You Can Find More Information
S-38
Incorporation of Certain Documents by Reference
S-39
Prospectus
About this Prospectus

1
Teva Pharmaceutical Industries Limited

1
Finance Subsidiaries

2
Risk Factors

3
Forward Looking Statements

14
Ratio of Earnings to Fixed Charges

16
Price Range of ADSs and Ordinary Shares

16
Capitalization

19
Use of Proceeds

20
Description of Ordinary Shares

20
Description of American Depositary Shares

21
Description of Debt Securities and Guarantees

27
Description of Purchase Contracts

37
Description of Units

37
Description of Warrants

37
Taxation

38
Plan of Distribution

38
Experts

40
Legal Matters

41
Where You Can Find More Information

41
Enforcement of Civil Liabilities

43
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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 LLC" refer to Teva Pharmaceutical Finance III, LLC, an indirect subsidiary of Teva, to
"Teva Finance BV" refer to Teva Pharmaceutical Finance II B.V., an indirect subsidiary of Teva, and to "issuers" refer
to both Teva Finance LLC and Teva Finance BV.
The Company
We are a global pharmaceutical company that develops, produces and markets generic drugs covering all major
treatment categories. We are the leading generic drug company in the world, as well as in the United States, in terms of
both total and new prescriptions. We also have a significant and growing branded pharmaceutical portfolio, including
Copaxone® for multiple sclerosis and Azilect® for Parkinson's disease, respiratory products and women's health
products. Our active pharmaceutical ingredient ("API") manufacturing capabilities provide significant vertical
integration to our own pharmaceutical production.
Our global presence covers North America, Europe, Latin America, Asia and Israel. We currently have direct
operations in more than 60 countries, including 38 finished dosage pharmaceutical manufacturing sites in 17 countries,
15 generic R&D centers operating mostly within certain manufacturing sites and 21 API manufacturing sites around the
world. In 2009, we generated approximately 60% of our sales in North America (i.e., the United States and Canada
only), approximately 25% in Europe (i.e., all European Union ("EU") member states and other Western European
countries) and approximately 15% in other regions (primarily Latin America, including Mexico, Israel and Central and
Eastern European countries that are not members of the EU).
Teva was incorporated in Israel on February 13, 1944, and is 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 LLC
Teva Finance LLC is a Delaware limited liability company that was formed on December 5, 2003 to issue debt
securities pursuant to the accompanying prospectus. Its address is 1090 Horsham Road, North Wales, Pennsylvania
19454, telephone number (215) 591-3000.
Teva Finance BV
Teva Finance BV is a Netherlands Antilles private limited liability company that was formed on June 30, 2003 to
issue debt securities pursuant to the accompanying prospectus. Its address is Schottegatweg Oost 29D, Curacao,
Netherlands Antilles, telephone number +5999-736-6066.

S-1
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Recent Developments
Ratiopharm Acquisition.
As previously announced, on March 18, 2010, we entered into a definitive agreement to acquire Merckle-ratiopharm
Group ("Ratiopharm"), Germany's second-largest generic drug company and the sixth-largest generic drug company
worldwide, for an enterprise value of 3.625 billion (or approximately $5 billion). The closing of the transaction is
subject to various conditions, including approval by antitrust authorities in Europe and in Canada. We expect that the
closing of the transaction will take place by the end of 2010.
The acquisition of Ratiopharm is part of our strategic objective of strengthening our position in key European
markets, and is expected to position us as the leading generic pharmaceutical company in Europe in terms of sales. It will
also substantially increase our sales in Germany, Canada, Russia and Ukraine.
New Credit Facilities.
In addition to our existing credit facilities, we recently executed commitment letters from three banks, with each
agreeing to provide us with up to $500 million, or the Euro equivalent, to be used to pay a portion of the purchase price
for the Ratiopharm acquisition. The credit facilities are unsecured, provide for a floating LIBOR-based interest rate and
have a term of up to one-year from the drawing of the loan. Consummation of these loans remains subject to various
closing conditions.

S-2
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The Offering
Issuers
· Teva Pharmaceutical Finance III, LLC ("Teva Finance LLC"); and

· Teva Pharmaceutical Finance II B.V. ("Teva Finance BV"),
each of which are indirect, wholly owned subsidiaries of Teva
Pharmaceutical Industries Limited that have no assets or operations
other than in connection with this offering.
Securities Offered
· $500,000,000 aggregate principal amount of Floating Rate Senior Notes
due 2011 of Teva Finance LLC (the "2011 notes");

· $1,000,000,000 aggregate principal amount of 1.500% Senior Notes due

2012 of Teva Finance LLC (the "2012 notes"); and

· $1,000,000,000 aggregate principal amount of 3.000% Senior Notes due

2015 of Teva Finance BV (the "2015 notes").
Guarantees
Teva will irrevocably and unconditionally guarantee the punctual payment
when due of the principal and interest, whether at maturity, upon
redemption, by acceleration or otherwise (including any additional
amounts in respect of taxes as described in "Description of the Notes and
the Guarantees--Additional Tax Amounts"), if any, on the notes of each
series.
Ranking
As indebtedness of Teva, the guarantees 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 2011 notes will mature on December 19, 2011, the 2012 notes will
mature on June 15, 2012 and the 2015 notes will mature on June 15, 2015,
unless earlier redeemed.
Interest Payment Dates
March 19, June 19, September 19 and December 19 of each year,
beginning September 19, 2010, and at maturity, with respect to the 2011
notes. June 15 and December 15, beginning December 15, 2010, and at
maturity, with respect to the 2012 notes and the 2015 notes.
Interest Rate
· A rate equal to three-month LIBOR (calculated as set forth in the
"Description of the Notes and the Guarantees--Payment of Interest and
Principal--Interest on the 2011 Notes") plus 0.400% in the case of the
2011 notes.

· 1.500% per year in the case of the 2012 notes; and

· 3.000% per year in the case of the 2015 notes.

S-3
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Optional Redemptions by the Issuers
The 2011 notes will not be subject to redemption at Teva Finance LLC's
option (other than as set forth below in "Description of the Notes and the
Guarantees--Tax Redemption"). The applicable issuers may, however,
redeem the 2012 notes or the 2015 notes, in whole or in part, at any time or
from time to time, on at least 20 days', but not more than 60 days', prior
notice. These 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
(as defined under "Description of the Notes and the Guarantees--Optional
Redemption by the Applicable Issuer") discounted, on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months), at a rate
equal to the sum of the Treasury Rate (as defined in "Description of the
Notes and the Guarantees--Optional Redemption by the Applicable
Issuer") and 12 basis points in the case of the 2012 notes or 15 basis points
in the case of the 2015 notes, plus accrued and unpaid interest, if any, to
the redemption date.

Use of Proceeds
Teva intends to use the proceeds from the offering to repay approximately
$800 million of the approximately $1.5 billion outstanding under its
unsecured credit facility assumed in connection with the acquisition of
Barr in 2008, pay a portion of the purchase price for its pending
acquisition of Ratiopharm and/or for general corporate purposes. See "Use
of Proceeds."
Form, Denomination and Registration
The notes will be issued only in fully registered form without coupons and
in minimum denominations of $2,000 principal amount and whole
multiples of $1,000 in excess of $2,000. The notes will be evidenced by
one or more global notes deposited with the trustee of the notes, as
custodian for Depository Trust Company ("DTC"). Beneficial interests in
the global notes will be shown on, and transfers will be effected through,
records maintained by DTC and its direct and indirect participants.
Absence of a Public Market for the Notes The notes are new securities for which no market currently exists. While
one or more of the underwriters have informed us that they intend to make
a market in the notes, they are under no obligation to do so and may
discontinue such activities at any time without notice. The notes will not
be listed on any securities exchange or included in any automated
quotation system. We cannot assure you that any active or liquid market
will develop in the notes.

S-4
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