Filed by Mylan N.V.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6(b)
under the Securities Exchange Act of 1934
Subject Company: Mylan N.V.
Commission File No.: 333-199861
The following communication is being filed in connection with the proposed business combination between Mylan N.V. and
Upjohn Inc., Pfizer Inc.s off-patent branded and generic established medicines business.
April 22,
2020
Mylan Statement Regarding European Commissions Conditional Approval of the Combination of Mylan and Pfizers Upjohn Division
We are pleased to receive the European Commissions (EC) approval of the combination of Mylan and Upjohn, conditioned upon the completion of the sale of
certain of Mylans products in Europe. We appreciate the opportunity to have worked collaboratively with the EC on this approval, and the scale and scope of these required product divestitures are substantially in line with Mylans
previously stated expectations. This is a significant milestone, and we are committed to fully satisfy the EUs conditions, and expect to have the divestitures complete by time we close in the second half of 2020.
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 Pfizers, Mylans, the Upjohn Businesss or the combined companys 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 Mylans 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;