Exhibit 99.2
LETTER OF TRANSMITTAL
With respect to the Exchange Offer Regarding the
$1,000,000,000 7.125% Senior Notes due 2025 issued by Teva Pharmaceutical Finance Netherlands III B.V.
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THE EXCHANGE OFFER WILL EXPIRE AT 11:59 PM, NEW YORK CITY TIME, ON 2020, UNLESS EXTENDED |
To My Broker or Account Representative:
I, the undersigned, hereby acknowledge receipt of the Prospectus, dated , 2020 (the “Prospectus”) of Teva Pharmaceutical Finance Netherlands III B.V., a private company with limited liability incorporated under Dutch law (the “Issuer”), and this Letter of Transmittal and the instructions hereto with respect to the Issuer’s exchange offer of an aggregate principal amount of up to $1,000,000,000 of the Issuer’s 7.125% Senior Notes due 2025 (the “Exchange Dollar Notes”) for an equal principal amount of its outstanding 7.125% Senior Notes due 2025 (the “Original Dollar Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), set forth therein (the “Exchange Offer”). I understand that the Exchange Offer must be accepted on or prior to 11:59 PM, New York City time, on , 2020.
This letter instructs you as to action to be taken by you relating to the Exchange Offer with respect to the Original Dollar Notes held by you for the account of the undersigned.
The aggregate face amount of the Original Dollar Notes held by you for the account of the undersigned is (FILL IN AMOUNT): $ of the Original Dollar Notes.
With respect to the Exchange Offer, the undersigned hereby instructs you (CHECK APPROPRIATE BOX):
☐ TO TENDER the following Original Dollar Notes held by you for the account of the undersigned (INSERT PRINCIPAL AMOUNT AT MATURITY OF ORIGINAL DOLLAR NOTES TO BE TENDERED, IF ANY): $ (must be in minimum denominations of $200,000 and any integral multiples of $1,000 in excess thereof).
☐ NOT TO TENDER any Original Dollar Notes held by you for the account of the undersigned.
If the undersigned instructs you to tender the Original Dollar Notes held by you for the account of the undersigned, the undersigned hereby represents for the benefit of the Issuer and you that:
1. | The undersigned is acquiring the Exchange Dollar Notes, for which the Original Dollar Notes will be exchanged, in the ordinary course of its business; |
2. | Neither the undersigned nor any other person acquiring Exchange Dollar Notes in exchange for the undersigned’s Original Dollar Notes in the Exchange Offer is engaging in or intends to engage in a distribution of the Exchange Dollar Notes within the meaning of the federal securities laws of the United States; |
3. | The undersigned is not engaged in, and does not intend to engage in, and does not have an arrangement or understanding with any person to participate in, the “distribution” (as defined in the Securities Act) of Exchange Dollar Notes; |
4. | The undersigned is not an “affiliate,” as defined under Rule 405 of the Securities Act, of the Issuer; and |