Pfizer Announces Record Date for the
Proposed Transaction
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.
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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.
Forward-Looking Statements
This communication contains “forward-looking statements.” Such
forward-looking statements may include, without limitation,
statements about the proposed combination of Upjohn Inc. (“Newco”)
and Mylan N.V. (“Mylan”), which will immediately follow the
proposed separation of the Upjohn Business (the “Upjohn Business”)
from Pfizer Inc. (“Pfizer”) (the “proposed transaction”), the
expected timetable for completing the proposed transaction, the
benefits and synergies of the proposed transaction, future
opportunities for the combined company and products and any other
statements regarding Pfizer’s, Mylan’s, the Upjohn Business’s or
the combined company’s future operations, financial or operating
results, capital allocation, dividend policy, debt ratio,
anticipated business levels, future earnings, planned activities,
anticipated growth, market opportunities, strategies, competitions,
and other expectations and targets for future periods. Forward
looking statements may often be identified by the use of words such
as “will”, “may”, “could”, “should”, “would”, “project”, “believe”,
“anticipate”, “expect”, “plan”, “estimate”, “forecast”,
“potential”, “pipeline”, “intend”, “continue”, “target”, “seek” and
variations of these words or comparable words. Because
forward-looking statements inherently involve risks and
uncertainties, actual future results may differ materially from
those expressed or implied by such forward-looking statements.
Factors that could cause or contribute to such differences include,
but are not limited to: ongoing challenges and uncertainties posed
by the COVID-19 pandemic for businesses and governments around the
world; the parties’ ability to meet expectations regarding the
timing, completion and accounting and tax treatments of the
proposed transaction; changes in relevant tax and other laws; the
parties’ ability to consummate the proposed transaction; the
conditions to the completion of the proposed transaction not being
satisfied or waived on the anticipated timeframe or at all;
inherent uncertainties involved in the estimates and judgments used
in the preparation of financial statements and the providing of
estimates of financial measures, in accordance with accounting
principles generally accepted in the United States and related
standards or on an adjusted basis; the integration of Mylan and the
Upjohn Business being more difficult, time consuming or costly than
expected; Mylan’s, the Upjohn Business’s and the combined company’s
failure to achieve expected or targeted future financial and
operating performance and results; the possibility that the
combined company may be unable to achieve expected benefits,
synergies and operating efficiencies in connection with the
proposed transaction within the expected time frames or at all or
to successfully integrate Mylan and the Upjohn Business; customer
loss and business disruption being greater than expected following
the proposed transaction; the retention of key employees being more
difficult following the proposed transaction; Mylan’s, the Upjohn
Business’s or the combined company’s liquidity, capital resources
and ability to obtain financing; any regulatory, legal or other
impediments to Mylan’s, the Upjohn Business’s or the combined
company’s ability to bring new products to market, including but
not limited to where Mylan, the Upjohn Business or the combined
company uses its business judgment and decides to manufacture,
market and/or sell products, directly or through third parties,
notwithstanding the fact that allegations of patent infringement(s)
have not been finally resolved by the courts (i.e., an “at-risk
launch”); success of clinical trials and Mylan’s, the Upjohn
Business’s or the combined company’s ability to execute on new
product opportunities; any changes in or difficulties with Mylan’s,
the Upjohn Business’s or the combined company’s manufacturing
facilities, including with respect to remediation and restructuring
activities, supply chain or inventory or the ability to meet
anticipated demand; the scope, timing and outcome of any ongoing
legal proceedings, including government investigations, and the
impact of any such proceedings on Mylan’s, the Upjohn Business’s or
the combined company’s consolidated financial condition, results of
operations and/or cash flows; Mylan’s, the Upjohn Business’s and
the combined company’s ability to protect their respective
intellectual property and preserve their respective intellectual
property rights; the effect of any changes in customer and supplier
relationships and customer purchasing patterns; the ability to
attract and retain key personnel; changes in third-party
relationships; actions and decisions of healthcare and
pharmaceutical regulators; the impacts of competition; changes in
the economic and financial conditions of the Upjohn Business or the
business of Mylan or the combined company; the impact of outbreaks,
epidemics or pandemics, such as the COVID-19 pandemic;
uncertainties regarding future demand, pricing and reimbursement
for Mylan’s, the Upjohn Business’s or the combined company’s
products; and uncertainties and matters beyond the control of
management and other factors described under “Risk Factors” in each
of Pfizer’s, Newco’s and Mylan’s Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and other filings with the
Securities and Exchange Commission (“SEC”). These risks, as well as
other risks associated with Mylan, the Upjohn Business, the
combined company and the proposed transaction are also more fully
discussed in the Registration Statement on Form S-4, as amended,
which includes a proxy statement/prospectus (as amended, the “Form
S-4”), which was filed by Newco with the SEC on October 25, 2019
and declared effective by the SEC on February 13, 2020, the
Registration Statement on Form 10, which includes an information
statement (the “Form 10”), which was filed by Newco with the SEC on
June 12, 2020 and declared effective by the SEC on June 30, 2020, a
final information statement furnished with the Current Report on
Form 8-K filed by Newco with the SEC on August 6, 2020 (the “Final
Information Statement”), a definitive proxy statement, which was
filed by Mylan with the SEC on February 13, 2020 (the “Proxy
Statement”), and a prospectus, which was filed by Newco with the
SEC on February 13, 2020 (the “Prospectus”). You can access
Pfizer’s, Mylan’s and Newco’s filings with the SEC through the SEC
website at www.sec.gov or through Pfizer’s or Mylan’s website, as
applicable, and Pfizer and Mylan strongly encourage you to do so.
Except as required by applicable law, Pfizer, Mylan and Newco
undertake no obligation to update any statements herein for
revisions or changes after this communication is made.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended. In connection with the proposed transaction, Newco and
Mylan have filed certain materials with the SEC, including, among
other materials, the Form S-4, Form 10 and Prospectus filed by
Newco and the Proxy Statement filed by Mylan. The Form S-4 was
declared effective on February 13, 2020 and the Proxy Statement and
the Prospectus were first mailed to shareholders of Mylan on or
about February 14, 2020 to seek approval of the proposed
transaction. The proposed transaction was approved by Mylan’s
shareholders on June 30, 2020. The Form 10 was declared effective
on June 30, 2020. Newco made available the Final Information
Statement on or about August 6, 2020. Newco and Mylan intend to
file additional relevant materials with the SEC in connection with
the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
MYLAN, NEWCO AND THE PROPOSED TRANSACTION. The documents relating
to the proposed transaction (when they are available) can be
obtained free of charge from the SEC’s website at www.sec.gov.
These documents (when they are available) can also be obtained free
of charge from Mylan, upon written request to Mylan or by
contacting Mylan at (724) 514-1813 or investor.relations@mylan.com
or from Pfizer on Pfizer’s internet website at
https://investors.Pfizer.com/financials/sec-filings/default.aspx or
by contacting Pfizer’s Investor Relations Department at (212)
733-2323, as applicable.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201030005641/en/
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
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