Teva and Mylan

April 21, 2015

Combination to Create an Industry-Leading Company, Well Positioned to Transform the Global

Generics Space and Create a Unique and Differentiated Business Model,

Leveraging on Its Significant Assets and Capabilities in Generics and Specialty

Filed by Teva Pharmaceutical Industries Ltd.

(Commission File No. 001-16174) pursuant to

Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12 under

the Securities Exchange Act of 1934

Subject Company: Mylan N.V.

Commission File No.: 333-199861

2

Safe Harbor Statement

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based

on management’s current beliefs and expectations and involve a number of assumptions, known and unknown risks and uncertainties that change

over time and could cause future results, performance or achievements to differ materially from the results, performance or achievements expressed

or implied by such forward-looking statements. These assumptions, known and unknown risks and uncertainties include, but are not limited to, those

discussed in our Annual Report on Form 20-F for the year ended December 31, 2014 and in our other filings with the U.S. Securities and Exchange

Commission (the “SEC”), and those relating to Mylan’s business, as detailed from time to time in Mylan’s filings with the SEC, which factors are

incorporated herein by reference.  Forward-looking statements are generally identified by the words “expects,” “anticipates,” “believes,” “intends,”

“estimates,” “will,” “would,” “could,” “should,” “may,” “plans” and similar expressions. All statements, other than statements of historical fact, are

statements that could be deemed to be forward-looking statements, including statements about the proposed acquisition of Mylan, the financing of

the proposed transaction, the expected future performance (including expected results of operations and financial guidance), and the combined

company’s future financial condition, operating results, strategy and plans.  Important factors that could cause actual results, performance or

achievements to differ materially from the forward-looking statements we make in this communication include, but are not limited to: the ultimate

outcome of any possible transaction between Teva and Mylan, including the possibility that no transaction between Teva and Mylan will be effected

or that a transaction will be pursued on different terms and conditions; the effects of the business combination of Teva and Mylan, including the

combined company’s future financial condition, operating results, strategy and plans; uncertainties as to the timing of the transaction; the possibility

that the expected benefits of the transaction and the integration of our operations with Mylan’s operations (including any expected synergies) will

not be fully realized by us or may take longer to realize than expected; adverse effects on the market price of Teva’s or Mylan’s shares, including

negative effects of this communication or the consummation of the possible transaction; the ability to obtain regulatory approvals on the terms

proposed or expected and satisfy other conditions to the offer, including any necessary stockholder approval, in each case, on a timely basis; our and

Mylan’s ability to comply with all covenants in our or its current or future indentures and credit facilities, any violation of which, if not cured in a

timely manner, could trigger a default of other obligations under cross default provisions; our and Mylan’s exposure to currency fluctuations and

restrictions as well as credit risks; the effects of reforms in healthcare regulation and pharmaceutical pricing and reimbursement; uncertainties

surrounding the legislative and regulatory pathways for the registration and approval of biotechnology-based medicines; the impact of competition

from other market participants; adverse effects of political or economic instability, corruption, major hostilities or acts of terrorism on our or Mylan’s

significant worldwide operations; other risks, uncertainties and other factors detailed in our Annual Report on Form 20-F for the year ended

December 31, 2014 and in our other filings with the SEC; and the risks and uncertainties and other factors detailed in Mylan’s reports and documents

filed with the SEC. All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this

cautionary statement. Readers are cautioned not to place undue reliance on any of these forward-looking statements.  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 statement, whether as a

result of new information, future events or otherwise.

3

Additional Information

This communication is for informational purposes only and does not constitute an offer to buy or solicitation of an offer to sell any securities.  This

communication relates to a proposal which Teva has made for a business combination transaction with Mylan. In furtherance of this proposal and

subject to future developments, Teva and Mylan may file one or more proxy statements, registration statements or other documents with the SEC.

This communication is not a substitute for any proxy statement, registration statement, prospectus or other document Teva and/or Mylan have filed

or may file with the SEC in connection with the proposed transaction. No offering of securities shall be made except by means of a prospectus

meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.  INVESTORS AND SECURITY HOLDERS ARE URGED TO READ

THE PROXY STATEMENT(s), REGISTRATION STATEMENT, PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY IN

THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Any definitive proxy statement(s) (if and when available) will be mailed to stockholders. Investors and security holders may obtain free copies of this

communication, any proxy statement, registration statement, prospectus and other documents (in each case, if and when available) filed with the SEC

by Teva through the web site maintained by the SEC at http://www.sec.gov.

4

$82.00 per share

Approximately 50% cash / 50% stock

Proposed Transaction Overview

Proposed Price and

Consideration

Financing and

Conditions

Significant

Premium

Clear Roadmap to

Completion

Value Creation

48.3%

premium

to

unaffected

Mylan

stock

price

on

March

10,

2015,

after

which

there

was

widespread speculation of a transaction between Teva and Mylan

37.7% premium to Mylan stock price on April 7, 2015, the last day of trading prior to Mylan’s

press release regarding its unsolicited proposal for Perrigo

Have carefully studied the regulatory aspects of proposed combination

Confident

that

any

necessary

regulatory

requirements

will

be

met

in

a

timely

manner;

divestitures can be determined and implemented promptly

Can be completed by year-end 2015

No financing condition

Contingent on Mylan not completing proposed acquisition of Perrigo or any alternative

transactions

Transaction expected to deliver approximately $2 billion annually in cost synergies and tax

savings, to be substantially achieved by the third anniversary of the closing of the transaction

Significant savings from operational, SG&A, manufacturing and R&D efficiencies

5

Value Creating Proposal for Teva & Mylan

Stakeholders

Clear and compelling strategic and financial rationale supported

by significant short and

long term value creation to stakeholders of both companies

Industry-leading company, well-positioned to transform the global generics

space

Significantly expanded and more efficient global footprint, including leadership positions and strengthened

operations, sales and R&D platforms in attractive markets around

the world

Benefit from a robust, industry-leading sales infrastructure and deep customer and provider relationships

across the expanded network

Enhanced financial profile

Strong cash flow generation will allow deleveraging to at or below 3.0x gross debt to EBITDA

after 24 months

Strongly positioned from day one to pursue future acquisitions to expand its portfolio in both

specialty pharmaceuticals and generics

Establish a unique and differentiated business model, leveraging

on its

significant assets and capabilities in generics and specialty

Leading positions in multiple sclerosis, respiratory, pain, migraine, movement disorders and allergy

therapeutics

Enhanced global infrastructure to pursue current and future commercialization

6

Apr 2014

Jul 2014

Oct 2014

Jan 2015

Apr 2015

$20

$30

$40

$50

$60

$70

$80

0

20,000

40,000

60,000

80,000

Prior to speculation

regarding Teva's

acquisition of Mylan

(March 10, 2015)

Prior to Mylan

announcing proposal for

Perrigo at $205 per share

(April 7, 2015)

Announces acquisition of Abbott's Non-U.S.

Developed Markets Specialty and Branded

Generics Business

Premium Value for Mylan Stockholders

48.3%

premium

to

unaffected

stock

price

on

March

10,

2015,

after

which

there

was

widespread

speculation of a transaction between Teva and Mylan

37.7%

premium

to

stock

price

on

April

7,

2015,

which

is

the

last

day

of

trading

prior

to

Mylan’s

press release regarding its unsolicited proposal for Perrigo

Mylan –

LTM Share Price Performance

48%

premium

38%

premium

$82.00 per share represents a substantial premium for Mylan

stockholders by any measure

Volume (’000s)

$ per share

Source: FactSet as of April 20, 2015

Proposed Price per Share: $82.00

$59.57

$55.31

7

Superior Alternative to a Mylan / Perrigo Combination

or Standalone Mylan

A clear industry leader

Significant synergies

Clear value creation

Upside participation

A substantial premium and

immediate cash value for Mylan

stockholders

Teva’s Proposal

Mylan Standalone

Mylan’s Proposal for Perrigo

Smaller scale

No synergies

No immediate cash value for

Mylan stockholders

Smaller scale

Weaker strategic fit

Less synergies

Limited value creation

No immediate cash value for

Mylan stockholders

Teva’s proposal creates the strongest combination

while delivering the most value to Mylan stockholders

8

Combination Advances Teva’s Strategy

Aligns with strategy to aggressively pursue growth opportunities

that position Teva to succeed in the evolving global pharmaceutical space

Positions combination as a fully-integrated generics and leading specialty

pharmaceutical company

Enhances scale, resources and capabilities to drive significant value across

the business

Advances our goal of being the most competitive manufacturer

Opportunity to become a more diversified organization

9

Teva’s Key Priorities for Business Development in 2015

Targeting       

a Unique

Space In The

Industry

Generics

Specialty

Teva has also consistently expressed its view that it will pursue a large transaction,

where actionable and generates significant strategic and financial long-term value

Growth

Markets

Complex/Hard

to Produce

Assets or

Technologies

Unique Health

Solutions,

Technologies,

Services

In-Market or

Close to

Market Assets

in Core TAs

Attractive

Pipeline Assets/

Portfolios

10

Reinforces Sector Leadership

2015E Revenue

Combined entity would house $19 billion in generics and other revenue and $10 billion

in specialty pharmaceuticals revenue

($ in billions)

Source: FactSet; 2015E revenues (including segment information for pro forma Teva) based on Factset consensus projections as of April 20, 2015

1.

Pro forma for acquisition of Abbott’s Non-U.S. Developed Markets Specialty Branded and Generics Business

2.

Pro forma for acquisition of Omega Pharma NV

3.

Pro forma for acquisition of Ikaria

(1)

(2)

(3)

$53

$29

$22

$19

$10

$6

$4

$3

$0

$20

$40

$60

$80

11

Highly Complementary Businesses

Teva

(1)

Mylan

(2)

Business units: Generics, Specialty

Specialty TAs: respiratory / allergy

Operates in 145 countries

30,000 employees

2014 Revenue: $9.7 billion

Current Rating: Baa3 / BBB-

Business units: Generics, Specialty, OTC

Specialty TAs: CNS, pain, respiratory

Operates in 60 countries

46,000 employees

2014 Revenue: $20.3 billion

Current Rating:

A3 / A-

Source: 2014 Company filings

1.       Based on 2014 actuals

2.

Pro forma for Abbott Non-U.S. Developed Markets Specialty and Branded Generics Business; revenue and geographic mix based on Mylan’s investor presentation dated July 14, 2014

Product offerings are highly complementary and would

create the broadest portfolio in the industry

Generics

85%

Specialty

13%

OTC / Other

2%

Generics

49%

Specialty

42%

Other

9%

North

America

48%

Europe

33%

ROW

19%

U.S.

52%

Europe

29%

ROW

19%

12

The Strength of the Combined Company

Long-Term Impact

Combined Company

Revenue

EBITDA

>$30 billion

Source: Company filings; financials include contributions from Abbott assets

1.

Net of one-time restructuring costs

2.

Pro Forma for Abbott Non-U.S. Developed Markets Specialty and Branded Generics Business based on 2014 financials

>$6 billion

(1)

Significantly expanded and more efficient global

footprint

2014 Revenue

Mix

Opportunity for rapid deleveraging and the

funding of future growth

Enhances product diversification

Enhances geographic diversification

More diversified organization with the scale and

resources to drive value

The combined company is an attractive investment opportunity in many respects:

financially, strategically and as a platform for future M&A

By Product Type

(2)

By Geography

(2)

Cash Flow from

Operations

>$10 billion

Opportunities for substantial achievable cost

synergies and tax savings are estimated to be

approximately $2 billion annually

~$33 billion

>$8.5 billion

~$13 billion

North

America

51%

Europe

30%

Rest of

World

19%

Generics

60%

Specialty

33%

OTC / Other

7%

2016E

2018E

13

Significantly Expands Global Footprint

Source: Company filings

Data as of 12/31/2014

Combined company will enhance opportunities in markets worldwide

Joint

Teva

Mylan

Markets of Focus

14

Creates More Efficient, Flexible &

Competitive Pharmaceutical Platform

Global

Manufacturing

Facilities

(1)

1.

Excludes R&D, distribution and corporate facilities; shading denotes manufacturing facilities

North America

Teva: 12

Mylan: 4

Latin America

Teva: 8

Mylan: 3

Europe

Teva: 26

Mylan: 6

APAC

Teva: 16

Mylan: 23

An

even

more

efficient,

flexible

and

competitive

global

platform

with

industry-leading go-to-market capabilities

Industry-Leading Infrastructure

Strengthened operations, sales and

R&D platforms around the world

Robust, industry-leading sales

infrastructure and deep customer and

provider relationships across

expanded network

15

Significantly Strengthens Capabilities in Complex

Generics

Enhanced scale in complex generics, including controlled substances, injectables and

other dosage forms

Industry-leading generics pipeline

Over 400 pending US ANDAs, including more than 80 FTFs

Teva Standalone

Pro Forma Combined

Mylan Standalone

Source: Gross revenues per IMS data, Dec 2014

$bn

Teva Standalone

Mylan

Standalone

Pro

Forma Combined

Oral Solid Regular

5.3

4.4

9.7

Oral Solid –

LA & ODT

1.2

1.4

2.7

Inhalant & Nasal

1.2

0.5

1.7

Oral Liquid

0.2

0.4

0.5

Dermatologic

0.2

0.3

0.5

Injectables

0.1

0.1

0.2

Total

8.1

7.1

15.2

Oral Solid

Regular

66%

Oral Solid -

LA

& ODT

15%

Inhalant &

Nasal

14%

Oral Liquid

2%

Dermatologic

2%

Injectables

1%

Oral Solid

Regular

64%

Oral Solid -

LA

& ODT

18%

Inhalant &

Nasal

11%

Oral Liquid

3%

Dermatologic

3%

Injectables

1%

Oral Solid

Regular

62%

Oral Solid -

LA

& ODT

20%

Inhalant &

Nasal

7%

Oral Liquid

5%

Dermatologic

4%

Injectables

2%

16

Enhances Global Biosimilars Portfolio

Select Pro Forma Biosimilars

Product

Target

disease

Cell

line

Process

scale-up

At

scale

Pre-

clinical

Phase

I

Phase

III

Marketed

Lipegfilgrastim (Neulasta®)

Oncology

Tbo-filgrastim (Neupogen®)

Oncology

Filgrastim (Neupogen®)

Oncology

Follitropin alfa (GONAL-f®)

Infertility

Trastuzumab (Herceptin®)

Oncology

Insulin Glargine (Lantus®)

Diabetes

Peg-filgrastim (Neulasta®)

Oncology

Adalimumab (Humira®)

Auto-immune

Bevacizumab (Avastin®)

Oncology

Etanercept (Enbrel®)

Auto-immune

Teva

Mylan

17

Significantly Enhanced Pharmaceuticals Offerings

Well positioned to build even stronger specialty and

complex generics businesses and the intersection of the two

Specialty Pharmaceuticals

Complex Generics

Leading position in multiple sclerosis,

respiratory, pain, migraine, movement disorders

and allergy therapeutics

Global infrastructure to pursue future

commercialization and business development

opportunities

Commitment to investing in and growing the

combined company’s ~$10 billion specialty

pharmaceuticals

Superior capabilities in complex generics

Leverage strong partnership with Biocon, while

building internal biosimilars capacity

Biosimilars initial launches in EU and RoW while

continuing to shape the evolving US pathway

Continued development of biosimilar

monoclonal antibodies

18

Significant Financial Benefits of a Combined Teva and

Mylan

Strong Financial Profile to Drive Future Growth

Maintains Financial Strength and Flexibility

Substantial Cost Synergies and Future Value Creation Consistent

with Teva’s Stated Business Development Criteria

Ongoing Return of Capital to Stockholders

19

Significant Synergy Opportunities

Transaction expected to deliver approximately $2 billion annually in cost synergies and tax savings, to be

substantially achieved by the third anniversary of the closing of the transaction

Significant savings from operational, SG&A, manufacturing and R&D efficiencies

Synergies coming from both Teva and Mylan organizations

Significant synergies to drive profits and shareholder value

Teva has a strong track record driving cost savings and operational improvements

Delivered $600 million in net cost reductions in 2014

On-track to generate $500 million and $250 million in net cost reductions in 2015 and 2016 respectively for a

total

of

over

$1.35

billion

in

net

cost

reductions

from

2014

–

2016

Improved generic segment profitability by 500bps in 2014, and on-track to improve it further by 400bps in 2015

On track to achieve CPU of <$10 and migrate 60% of capacity to low cost locations with $6 to $7 CPU by 2019

Significant Opportunity to Leverage Combined Infrastructure

20

Clear Roadmap to Completion

No significant regulatory hurdles

Have carefully studied the regulatory aspects of proposed combination in conjunction

with advisors

Confident that any necessary regulatory requirements will be met

in a timely manner

Any required divestitures can be determined and implemented promptly

Committed to consummating proposal

Unanimous Board approval

No financing condition

Proposal

is

also

contingent

on

Mylan

not

completing

its

proposed

acquisition

of

Perrigo or any alternative transactions

Expect that proposed transaction can be completed by year-end 2015

21

Teva Prepared to Engage

We welcome the opportunity to discuss all aspects of our proposal with Mylan's Board

and management

Teva’s proposal provides Mylan’s stockholders with:

A substantial premium and immediate cash value

Significant potential for future value creation through participation in a financially and

commercially stronger company

The combination of Teva and Mylan would create:

Industry-leading company, well positioned to transform the global generics space 

Unique and differentiated business model, leveraging on its significant assets and

capabilities in generics and specialty

Enhanced financial profile and further opportunities for deleveraging and future

growth

22

Thank You