梯瓦制药美股招股说明书(2025-05-19版)

Teva Pharmaceutical Finance Netherlands II B.V.€% Senior Notes due 2031 Teva Pharmaceutical Finance Netherlands III B.V.$% Senior Notes due 2032 Teva Pharmaceutical Finance Netherlands IV B.V.$% Senior Notes due 2030 Payment of principal and interest unconditionally guaranteed by Teva PharmaceuticalIndustries Limited Teva Pharmaceutical Finance Netherlands II B.V. (“Teva Finance II”) is offering: Teva Pharmaceutical Finance Netherlands III B.V. (“Teva Finance III”) is offering: •$of its% Senior Notes due 2032 (the “2032 USD notes”). Teva Pharmaceutical Finance Netherlands IV B.V. (“Teva Finance IV”) is offering: •$of its% Senior Notes due 2030 (the “2030 USD notes” and, together with the 2032 USD notes, the“USD notes” and, together with the Euro notes, the “notes”). The Euro notes will mature on, 2031. The 2032 USD notes will mature on, 2032 and the 2030 USDnotes will mature on, 2030. Interest on the Euro notes will be payable annually in arrears onof each year,beginning, 2026. Interest on the USD notes will be payable semi-annually in arrears onandof eachyear, beginning, 2025. Payment of all principal and interest payable on the notes is unconditionally guaranteed byTeva Pharmaceutical Industries Limited (“Teva”). INFORMATION IN THIS PRELIMINARY PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE CHANGED. THE DEFINITIVETERMS OF THE TRANSACTIONS DESCRIBED HEREIN WILL BE DESCRIBED IN THE FINAL VERSION OF THIS DOCUMENT. THISPRELIMINARY PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS ARE NOT AN OFFER TO SELL THESESECURITIES AND ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALEIS NOT PERMITTED.Teva Finance II, Teva Finance III and Teva Finance IV may redeem each series of the notes in whole or in part, at any timeat a redemption price equal to the greater of the principal amount of the notes of the relevant series, and the applicable “make-whole” amount plus, in each case, accrued and unpaid interest thereon, if any, to, but not including, the redemption date;provided that if Teva Finance II, Teva Finance III or Teva Finance IV redeems the notes on or after the applicable Par Call Date(as defined herein for such series), the redemption price shall be equal to 100% of the principal amount of such series thenoutstanding to be redeemed plus accrued and unpaid interest thereon, if any, to, but not including, the redemption date. See“Description of the Euro Notes and the Guarantee—Optional Redemption by the Issuer” and “Description of the USD Notes andthe Guarantee— Optional Redemption by the Issuer.” Each series of the notes may also be redeemed, in whole but not in part, at100% of the aggregate principal amount of such notes, plus accrued and unpaid interest, if any, at any time at Teva Finance II’s,Teva Finance III’s or Teva Finance IV’s option, as applicable, or Teva’s option, Table of Contents solely upon the imposition of certain withholding taxes. See “Description of the Euro Notes and the Guarantees—Tax Redemption” and “Description ofthe USD Notes and the Guarantees—Tax Redemption.” The Euro notes will be unsecured senior obligations of Teva Finance II, which is an indirect subsidiary of Teva, and the guarantee will be anunsecured senior obligation of Teva. The 2032 USD notes will be unsecured senior obligations of Teva Finance III, which is an indirect subsidiary ofTeva, and the guarantee will be an unsecured senior obligation of Teva. The 2030 USD notes will be unsecured senior obligations of Teva FinanceIV,which is an indirect subsidiary of Teva, and the guarantee will be an unsecured senior obligation of Teva. Investing in the notes involves risks. See “Risk Factors” beginning on pageS-14of this prospectus supplement andpage 4 of the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. (1)Plus accrued interest, if any, from, 2025, if settlement occurs after such date. Teva’s principal executive offices are located at 124 Dvora HaNevi’a Street, Tel Aviv, 6944020, Israel, and our telephone number is+972-3-914-8213. The underwriters expect to deliver the USD notes to investors through the book-entry facilities of The Depository Trust Company (“DTC”) and itsdirect participants, including Euroclear Bank S.A./N.V. (“Euroclear”), as operator of the Euroclear System, and Clearstream Banking,société anonyme(“Clearstream”), and the Euro notes will be delivered to investors through the book-entry facilities of Euroclear and Clearstream, on or about,2025. Active Joint Book-Running Managers BNPPARIBAS Table of Contents We have not, and the underwriters have not, authorized anyone to provide any information or to make any representations other thanthose contained or incorporated by reference in