Teva Completes Acquisition of Auspex Pharmaceuticals

PRESS RELEASE

JERUSALEM--(BUSINESS WIRE)--May 5, 2015-- Teva Pharmaceutical Industries Ltd., (NYSE:TEVA) announced today that the acquisition of Auspex Pharmaceuticals, Inc. (NASDAQ: ASPX) has been completed through the successful tender offer for all of the outstanding shares of common stock of Auspex at $101.00 per share in cash, representing total consideration of approximately $3.2 billion in enterprise value and approximately $3.5 billion in equity value. The acquisition is expected to enhance Teva's revenue and earnings growth profile and strengthen its core central nervous system franchise.

Auspex is an innovative biopharmaceutical company specializing in applying deuterium chemistry to known molecules to create novel therapies with the potential for improved safety and efficacy profiles. Its lead compound is SD-809 (deutetrabenazine) for the potential treatment of chorea associated with Huntington's disease, tardive dyskinesia, and Tourette syndrome. "We believe that combining the Auspex portfolio with our strong research and commercialization capabilities will unlock significant value for Teva's shareholders," said Erez Vigodman, President and CEO of Teva. "We are proud and excited to continue to work to bring innovative treatments to the underserved movement disorder markets."

In April, data were presented on topline results of a Phase III study of SD-809 in Huntington's in a platform presentation at the American Academy of Neurology's Annual Meeting. The compound has been granted orphan drug status by the U.S. Food and Drug Administration and the NDA is expected to be submitted in the second quarter of this year.

"The opportunity to bring relief to the many patients who face the debilitating effects of movement disorders and suffer from the effects of conditions such as chorea and tardive dyskinesia is greatly needed and humbling," said Michael Hayden, MD, PhD, Teva's President of Global R&D and Chief Scientific Officer. "We are eager to continue the exciting work that the Auspex team has started, and believe the portfolio is a natural fit for our development programs."

"Within Global Specialty Medicines, we have a rich history in building relationships with patients and physicians to match treatments to those affected with CNS disorders," said Rob Koremans, MD, President and CEO of Global Specialty Medicines at Teva. "People living with movement disorders and those around them often need support and services beyond medication. We have the infrastructure, existing strong relationships with neurologists, therapeutic expertise in CNS and passion in place to assist them."

The tender offer expired at 12:01 a.m., Eastern Time, today, May 5, 2015. The depositary for the offer advised Teva that, as of the expiration of the tender offer, a total of 24,889,292 shares were validly tendered into and not validly withdrawn (not including 613,455 shares tendered pursuant to notices of guaranteed delivery), representing approximately 77.7% of Auspex's outstanding shares. The condition to the tender offer that at least a majority of the outstanding shares of Auspex's common stock be validly tendered and not validly withdrawn prior to the expiration of the tender offer was thus satisfied and, accordingly, all such validly tendered shares were accepted for payment. Teva will promptly pay for all such shares in accordance with the terms of the tender offer.

Following the completion of the tender offer, Teva completed the acquisition of Auspex through a merger effected under Section 251(h) of the General Corporation Law of the State of Delaware. As a result of the merger, each share of Auspex that was not validly tendered in the tender offer (other than shares held by any stockholder of Auspex who properly demanded appraisal of such shares under the applicable provisions of Delaware law) was cancelled and converted into the right to receive the same $101.00 per share in cash that will be paid in the tender offer. Also as a result of the merger, Auspex became a wholly owned subsidiary of Teva, and shares of Auspex will cease to be traded on the NASDAQ Global Market, effective later today.