Filed Pursuant to Rule 433
Registration Statement No. 333-130534
January 27, 2006
FREE WRITING PROSPECTUS DATED JANUARY 27, 2006
This Free Writing Prospectus relates only to the securities described above and should only be read together with the Prospectus Supplement dated January 27, 2006 and the Prospectus dated December 20, 2005 relating to these securities.
$750,000,000 1.75% Convertible Senior Debentures due 2026
| Issuer: | Teva Pharmaceutical Finance Company B.V. | |
| Guarantor: | Teva Pharmaceutical Industries Limited | |
| Maturity: | February 1, 2026 | |
| Amount: | $750 million ($862.5 million if the underwriters’ over-allotment option is exercised) | |
| Interest Rate: | 1.75% | |
| Interest Payment Dates: | February 1 and August 1, beginning August 1, 2006 and at maturity | |
| Conversion Premium: | 25.00% | |
| Stock Price at Issue: | $41.01 | |
| Initial Conversion Price: | $51.26 | |
| Conversion Rate: | 19.5074 per $1,000 principal amount, subject to adjustment | |
| Conversion Rate Cap: | 24.3843 per $1,000 principal amount, subject to adjustment | |
| Redemption by the Issuer: | On or after February 1, 2011 | |
| Repurchase at the Option of the Holder: | On February 1, 2011, 2016 and 2021 and upon a change of control or termination of trading | |
| Public Offering Price: | 100% of the principal amount | |
| Net Proceeds to Issuer (before expenses): | $738.6 million ($849.4 million if the underwriter’s over-allotment option is exercised) | |
| CUSIP: | 88165F AA 0 | |
| Expected Ratings: | Baa2/BBB | |
| Teva ADR symbol: | TEVA | |
| Trade Date: | January 27, 2006 | |
| Settlement Date (T+2): | January 31, 2006 | |
| Bookrunners: | Lehman Brothers Inc. Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc. | |
| Co-Managers: | Goldman, Sachs & Co. HSBC Securities (USA) Inc. CIBC World Markets Inc. | |
| Change of control protection: | If applicable, the following sets forth the number of additional ADRs by which the conversion rate will be adjusted at ADR prices between $41.01 and $140.00: | |
| Stock Price | ||||||||||||||||||||||
Effective Date | $41.01 | $50.00 | $60.00 | $70.00 | $80.00 | $90.00 | $100.00 | $110.00 | $120.00 | $130.00 | $140.00 | |||||||||||
February 1, 2006 | 4.8769 | 2.8319 | 1.6454 | 1.0086 | 0.6471 | 0.4304 | 0.2938 | 0.2037 | 0.1421 | 0.0986 | 0.0672 | |||||||||||
February 1, 2007 | 4.8416 | 2.6868 | 1.4809 | 0.8642 | 0.5320 | 0.3425 | 0.2280 | 0.1551 | 0.1062 | 0.0723 | 0.0481 | |||||||||||
February 1, 2008 | 4.7636 | 2.4719 | 1.2542 | 0.6770 | 0.3913 | 0.2411 | 0.1561 | 0.1042 | 0.0704 | 0.0471 | 0.0305 | |||||||||||
February 1, 2009 | 4.6480 | 2.1583 | 0.9423 | 0.4405 | 0.2292 | 0.1333 | 0.0847 | 0.0565 | 0.0383 | 0.0253 | 0.0158 | |||||||||||
February 1, 2010 | 4.5090 | 1.6574 | 0.4890 | 0.1538 | 0.0642 | 0.0365 | 0.0247 | 0.0178 | 0.0126 | 0.0085 | 0.0050 | |||||||||||
February 1, 2011 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | |||||||||||
The issuer has filed a registration statement (including a prospectus and a prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement, and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-888-603-5847.