Mylan and Pfizer Receive Clearance from The U.S. Federal Trade Commission for Proposed Combination of Mylan and Upjohn
Pfizer Announces Record Date for the Proposed Transaction
Hertfordshire, England and Pittsburgh and New York, Oct. 30, 2020 /PRNewswire/ -- Mylan N.V. (NASDAQ: MYL) and Pfizer Inc. (NYSE: PFE) today announced that the U.S. Federal Trade Commission (the "FTC") accepted a proposed consent order, which concludes the FTC's review of the proposed combination of Mylan and Pfizer's Upjohn Business. The parties have now obtained all required antitrust clearances for the proposed transaction.
The combination will be effected through a Reverse Morris Trust transaction, pursuant to which Upjohn Inc. will be spun off to Pfizer's stockholders by way of a pro rata distribution and immediately thereafter combined with Mylan. Pfizer has set the close of business on November 13, 2020 as the record date for this proposed spin-off. The combination is expected to close on November 16, 2020, at which time the combined company will be renamed Viatris Inc.
Future Viatris Executive Chairman and current Mylan Executive Chairman, Robert J. Coury, said, "Today's approval represents the final significant milestone towards the creation of Viatris and the realization of Mylan's and Upjohn's shared vision for the future of healthcare. We are focused on taking the final steps to close our transaction and look forward to unlocking the true value of our combined company for shareholders, employees, partners, patients and customers around the world. I would like to thank our current and future colleagues, as well as Pfizer's leadership team, who have worked tirelessly to help pave the way for Viatris' first day – November 16."
Pfizer Chairman and Chief Executive Officer Dr. Albert Bourla said, "We are pleased to have received all necessary regulatory approvals for the proposed combination of Mylan and Upjohn. We expect the new company, Viatris, will deliver value to shareholders and the global healthcare community. For Pfizer, this transaction furthers our sharpened focus on innovative medicines and breakthroughs that change patients' lives."
Upon completion of the combination, Pfizer stockholders as of the record date will own 57% of the outstanding shares of Viatris common stock, and Mylan shareholders will own 43% of the outstanding shares of Viatris common stock, in each case on a fully diluted, as-converted and as-exercised basis. The number of shares of Viatris common stock that each holder of Pfizer common stock as of the record date will receive will be determined based on the number of shares of Pfizer common stock outstanding as of the record date and the number of Mylan ordinary shares outstanding as of the trading day immediately prior to the closing date, in each case calculated on a fully diluted, as-converted and as-exercised basis.
Pfizer stockholders do not need to pay any consideration, exchange or surrender their Pfizer common stock or take any other action to receive Viatris common stock in the distribution, other than to hold Pfizer common stock as of the record date.
Details of "when-issued" and "ex-distribution" trading, if any, in connection with the combination will be announced at a later time.
The transaction remains subject to the satisfaction of other customary closing conditions. The two businesses will continue to operate as independent, separate organizations until close. For more information, visit championforglobalhealth.com.
About Mylan
Mylan is a global pharmaceutical company committed to setting new standards in healthcare. Working together around the world to provide 7 billion people access to high quality medicine, we innovate to satisfy unmet needs; make reliability and service excellence a habit; do what's right, not what's easy; and impact the future through passionate global leadership. We offer a portfolio of more than 7,500 marketed products around the world, including antiretroviral therapies on which approximately 40% of people being treated for HIV/AIDS globally depend. We market our products in more than 165 countries and territories. We are one of the world's largest producers of active pharmaceutical ingredients. Every member of our approximately 35,000-strong workforce is dedicated to creating better health for a better world, one person at a time. Learn more at Mylan.com. We routinely post information that may be important to investors on our website at investor.mylan.com.
About Upjohn
With over 130 years of experience in improving patient lives, Pfizer Upjohn seeks to leverage our portfolio, global experience and expertise to become the trusted partner of choice for all stakeholders committed to improving patient health. We focus on relieving the burden of noncommunicable diseases with trusted, quality medicines for every patient, everywhere, with the goal of treating 225 million new patients by 2025. Upjohn brings together 20 of the industry's most trusted brands — products such as Lipitor®, Norvasc®, Lyrica® and Viagra® — with world-class medical, manufacturing and commercial expertise in more than 120 countries. Upjohn's network of approximately 11,500 colleagues works together to be fast, focused and flexible to ensure that patients around the world access the healthcare they need.
About Pfizer: Breakthroughs That Change Patients' Lives®
At Pfizer, we apply science and our global resources to bring therapies to people that extend and significantly improve their lives. We strive to set the standard for quality, safety and value in the discovery, development and manufacture of health care products, including innovative medicines and vaccines. Every day, Pfizer colleagues work across developed and emerging markets to advance wellness, prevention, treatments and cures that challenge the most feared diseases of our time. Consistent with our responsibility as one of the world's premier innovative biopharmaceutical companies, we collaborate with health care providers, governments and local communities to support and expand access to reliable, affordable health care around the world. For more than 150 years, we have worked to make a difference for all who rely on us. We routinely post information that may be important to investors on our website at www.Pfizer.com. In addition, to learn more, please visit us on www.Pfizer.com and follow us on Twitter at @Pfizer and @Pfizer News, LinkedIn, YouTube and like us on Facebook at Facebook.com/Pfizer.
Source Mylan N.V.
Contact:
Mylan Media Contact: Jennifer Mauer, 724-514-1968, Jennifer.Mauer@Mylan.com
Mylan Investor Contact: Melissa Trombetta, 724-514-1813, Melissa.Trombetta@mylan.com
Pfizer Media Contact: Amy Rose, 212-733-7410, Amy.Rose@pfizer.com
Pfizer Investor Contact: Charles Triano, 212-733-3901, Charles.E.Triano@Pfizer.com
