Teva Pharmaceutical Industries Ltd. (NYSE:TEVA) announced that all
proposals were approved at its Annual General Meeting of Shareholders
held earlier today. Shareholders voted to approve the elections of
Murray Goldberg, Roberto Mignone, Dr. Perry Nisen and Nechemia (Chemi)
Peres to the Company’s Board of Directors.
"We greatly appreciate the support of Teva's shareholders as we work to
strengthen the leadership of Teva, with the addition of these
distinguished Board members, and our ongoing search to find the best
chief executive officer to lead Teva,” stated Dr. Sol Barer, Chairman of
the Board. “We continue to make changes to enhance our Board of
Directors; address matters that are important to our shareholders, and
continue to look for opportunities to make a difference to patients and
healthcare systems around the world.”
Dr. Barer continued, “We are pleased to have added these world class
directors to our Board from both Israel and around the world. Teva has
become a global company by putting innovation front and center and never
shying away from change. Teva’s new directors share our conviction that
innovation is at the heart of Teva's strategy and of all our businesses
– a conviction with clear roots in Israel. The primary task for our new
leadership, which will include a new CEO, will be to best position Teva
to handle today's challenges and prepare the Company for the emerging
pharma landscape. I would like to take this opportunity to thank our
outgoing directors, Ory Slonim and Roger Abravanel, who are leaving us
today, and Yossi Nitzani, who is leaving in September, for their wisdom
and dedication to Teva.”
Four New Independent Directors Join the Teva
Board
Murray Goldberg, the former Chief Financial Officer and Senior
Vice President of Administration of Regeneron Pharmaceuticals, who
brings extensive financial and operational experience at leading global
pharmaceutical companies.
Roberto Mignone, the founder and managing partner of Bridger
Management LLC, where he oversees the management of approximately $1
billion invested in publicly traded healthcare companies.
Dr. Perry Nisen, who brings two decades of experience in a
variety of senior roles in pharmaceutical research and development at
non-profits and global pharmaceutical companies like GlaxoSmithKline and
Abbott Laboratories and is currently the Chief Executive Officer and
Chief Executive Chair of Sanford Burnham Prebys Medical Discovery
Institute.
Chemi Peres, the managing general partner and co-founder of
Pitango Venture Capital, who oversees a diverse investment portfolio
spanning health care to IT.
Results from the 2017 Annual Meeting of
Shareholders
All proposals were approved by the required majority of shareholders, by
the following percentages of shares voting:
-
Appointment of Dr. Sol J. Barer as director - 92%
-
Appointment of Mr. Jean-Michel Halfon as director - 90%
-
Appointment of Mr. Murray A. Goldberg as director - 96%
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Appointment of Mr. Nechemia (Chemi) J. Peres as director - 96%
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Appointment of Mr. Roberto Mignone as director - 96%
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Appointment of Dr. Perry D. Nisen as director - 96%
-
Approval of the compensation of Dr. Sol J. Barer as Chairman of the
Board of Directors - 92%
-
Approval of the terms of office and employment of Dr. Yitzhak
Peterburg as Interim President and Chief Executive Officer - 87%
-
Approval of a membership fee for directors serving on special or
ad-hoc committees - 91%
-
Amendment to the 2015 Long-Term Equity-Based Incentive Plan to
increase the number of shares available for issuance thereunder - 87%
-
Approval of Teva’s 2017 Executive Incentive Compensation Plan - 91%
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Reduce Teva’s registered share capital to NIS 249,434,338, by
canceling 424,247 Ordinary “A” Shares, par value NIS 0.1 per share and
5,232,377 ordinary shares, par value NIS 0.1 per share and to make
corresponding amendments to Teva’s Memorandum of Association and
Articles of Association - 98%
-
Appointment of independent auditors - 99%
About Teva
Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) is a leading
global pharmaceutical company that delivers high-quality,
patient-centric healthcare solutions used by approximately 200 million
patients in 100 markets every day. Headquartered in Israel, Teva is the
world’s largest generic medicines producer, leveraging its portfolio of
more than 1,800 molecules to produce a wide range of generic products in
nearly every therapeutic area. In specialty medicines, Teva has the
world-leading innovative treatment for multiple sclerosis as well as
late-stage development programs for other disorders of the central
nervous system, including movement disorders, migraine, pain and
neurodegenerative conditions, as well as a broad portfolio of
respiratory products. Teva is leveraging its generics and specialty
capabilities in order to seek new ways of addressing unmet patient needs
by combining drug development with devices, services and technologies.
Teva's net revenues in 2016 were $21.9 billion. For more information,
visit www.tevapharm.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements, which are
based on management’s current beliefs and expectations and are subject
to substantial risks and uncertainties, both known and unknown, that
could cause our future results, performance or achievements to differ
significantly from that expressed or implied by such forward-looking
statements. Important factors that could cause or contribute to such
differences include risks relating to:
-
our generics medicines business, including: that we are
substantially more dependent on this business, with its significant
attendant risks, following our acquisition of Actavis Generics; our
ability to realize the anticipated benefits of the acquisition (and
any delay in realizing those benefits) or difficulties in integrating
Actavis Generics; the increase in the number of competitors targeting
generic opportunities and seeking U.S. market exclusivity for generic
versions of significant products; price erosion relating to our
generic products, both from competing products and as a result of
increased governmental pricing pressures; and our ability to take
advantage of high-value biosimilar opportunities;
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our specialty medicines business, including: competition for our
specialty products, especially Copaxone®, our
leading medicine, which faces competition from existing and potential
additional generic versions and orally-administered alternatives; our
ability to achieve expected results from investments in our product
pipeline; competition from companies with greater resources and
capabilities; and the effectiveness of our patents and other measures
to protect our intellectual property rights;
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our substantially increased indebtedness and significantly
decreased cash on hand, which may limit our ability to incur
additional indebtedness, engage in additional transactions or make new
investments, and may result in a downgrade of our credit ratings;
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our business and operations in general, including: uncertainties
relating to our recent senior management changes; our ability to
develop and commercialize additional pharmaceutical products;
manufacturing or quality control problems, which may damage our
reputation for quality production and require costly remediation;
interruptions in our supply chain; disruptions of our information
technology systems or breaches of our data security; the failure to
recruit or retain key personnel, including those who joined us as part
of the Actavis Generics acquisition; the restructuring of our
manufacturing network, including potential related labor unrest; the
impact of continuing consolidation of our distributors and customers;
variations in patent laws that may adversely affect our ability to
manufacture our products; adverse effects of political or economic
instability, major hostilities or terrorism on our significant
worldwide operations; and our ability to successfully bid for suitable
acquisition targets or licensing opportunities, or to consummate and
integrate acquisitions;
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compliance, regulatory and litigation matters, including: costs and
delays resulting from the extensive governmental regulation to which
we are subject; the effects of reforms in healthcare regulation and
reductions in pharmaceutical pricing, reimbursement and coverage;
potential additional adverse consequences following our resolution
with the U.S. government of our FCPA investigation; governmental
investigations into sales and marketing practices; potential liability
for sales of generic products prior to a final resolution of
outstanding patent litigation; product liability claims; increased
government scrutiny of our patent settlement agreements; failure to
comply with complex Medicare and Medicaid reporting and payment
obligations; and environmental risks;
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other financial risks, including: our exposure to currency
fluctuations and restrictions as well as credit risks; the significant
increase in our intangible assets, which may result in additional
substantial impairment charges; potentially significant increases in
tax liabilities; and the effect on our overall effective tax rate of
the termination or expiration of governmental programs or tax
benefits, or of a change in our business; and other factors discussed
in our Annual Report on Form 20-F for the year ended December 31, 2016
(“Annual Report”) and in our other filings with the U.S. Securities
and Exchange Commission (the “SEC”), which are available at www.sec.gov
and www.tevapharm.com.
Forward-looking statements speak only as of the date on which they are
made, and we assume no obligation to update or revise any
forward-looking statements or other information contained herein,
whether as a result of new information, future events or otherwise.
You are advised to consult any additional disclosures we make in our
reports to the SEC on Form 6-K, as well as the cautionary discussion
of risks and uncertainties under “Risk Factors” in our Annual Report.
These are factors that we believe could cause our actual results to
differ materially from expected results. Other factors besides those
listed could also materially and adversely affect us. This discussion
is provided as permitted by the Private Securities Litigation Reform
Act of 1995.
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