- Due to global impact of COVID-19 pandemic,
transaction now expected to close in the second half of 2020 and
Mylan’s EGM moved to June 30 -
Mylan N.V. (Nasdaq: MYL) and Pfizer Inc. (NYSE: PFE) today
announced that due to the unprecedented circumstances surrounding
the COVID-19 pandemic, including associated delays in the
regulatory review process, the proposed transaction involving Mylan
and Upjohn, a division of Pfizer, is now anticipated to close in
the second half of 2020.
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There are no additional changes to the previously announced
terms or plans regarding the transaction. The two companies remain
highly confident in the benefits of the pending transaction to
their respective shareholders and other stakeholders. Mylan, Pfizer
and Upjohn are working closely on integration planning and are
making significant progress toward Day 1 readiness. Together the
companies continue to progress toward a successful close.
The primary focus of both companies remains the health and
safety of their dedicated and valued employees who are working
tirelessly towards completion of this transaction while also
maintaining their responsibility to meet patient needs during this
extraordinary time.
Also, in light of increased meeting and other restrictions due
to COVID-19 developments in the Netherlands, where Mylan is
incorporated, Mylan’s extraordinary general meeting of shareholders
(the “EGM”) to approve certain matters in connection with the
transaction has been rescheduled from April 27, 2020, to June 30,
2020, and will be hosted in conjunction with the company’s annual
general meeting of shareholders (the “AGM”) which is being
scheduled for the same day. Accordingly, the record date for the
EGM and the AGM in respect of Mylan’s ordinary shares is June 2,
2020 and the cut-off time for the EGM and the AGM – which is the
time prior to which holders of Mylan ordinary shares can give
notice of attendance at the applicable meeting or vote by internet
or telephone or by submitting a proxy card - is 5:00 p.m. Central
European Summer Time (CEST) on June 29, 2020. Further details about
the time and location of the EGM and AGM will be announced once
those have been finalized.
Mylan and Pfizer continue to look forward to the proposed
combination creating a new champion for global health at the close
of this transaction.
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 growing
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 non-communicable 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.
Pfizer Inc.: 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, including
receipt of approval of Mylan’s shareholders, not being satisfied or
waived on the anticipated timeframe or at all; the regulatory
approvals required for the proposed transaction not being obtained
on the terms expected or on the anticipated schedule 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 of America and
related standards or on an adjusted basis; the integration of Mylan
and Newco 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 Newco; 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 coronavirus 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 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, as amended, which includes an information
statement (as amended, the “Form 10”), which has been filed by
Newco with the SEC on January 21, 2020 and amended on February 6,
2020 and subsequently withdrawn on March 11, 2020, and is expected
to be refiled prior to its effectiveness, a definitive proxy
statement, which was filed by Mylan with the SEC on February 13,
2020 (the “Proxy Statement”), and the 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 Form 10 has not yet become effective. After the
Form 10 is effective, a definitive information statement will be
made available to the Pfizer stockholders relating to the proposed
transaction. 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.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any
investor or security holder. However, Pfizer, Mylan, Newco and
certain of their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies in
connection with the proposed transaction under the rules of the
SEC. Information about the directors and executive officers of
Pfizer may be found in its Annual Report on Form 10-K filed with
the SEC on February 27, 2020 and its definitive proxy statement
relating to its 2020 Annual Meeting filed with the SEC on March 13,
2020. Information about the directors and executive officers of
Mylan may be found in its Annual Report on Form 10-K filed with the
SEC on February 28, 2020, and its definitive proxy statement
relating to its 2019 Annual Meeting filed with the SEC on May 24,
2019. Additional information regarding the interests of these
participants can also be found in the Form S-4, the Proxy Statement
and the Prospectus. These documents can be obtained free of charge
from the sources indicated above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200326005190/en/
Media Relations: Christine Waller +1 (724) 514-1968
Christine.Waller@mylan.com Amy Rose +1 (212) 733-7410
Amy.Rose@Pfizer.com Investor Relations: Melissa Trombetta +1 (724)
514-1813 Melissa.Trombetta@mylan.com Chuck Triano +1 (212) 733-3901
Charles.E.Triano@Pfizer.com
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