HERTFORDSHIRE, England and
PITTSBURGH, June 30, 2020 /PRNewswire/ -- Mylan N.V.
(Nasdaq: MYL) today announced that its shareholders overwhelmingly
voted to approve the proposed transaction combining Mylan and
Upjohn, a division of Pfizer, at the company's extraordinary
general meeting of shareholders. Approximately 99.6% of votes
cast were voted in favor of the combination.
Mylan Executive Chairman and Future Viatris Executive Chairman
Robert J. Coury said: "The near
unanimous support we have received from our shareholders with 99.6%
of shares voted in favor of this transaction truly validates the
extensive analysis and time invested by the board's strategic
review committee, and the full board, in identifying the right
opportunity to unlock the true value of our one-of-a-kind platform
as well as accelerate Mylan's next exciting phase of growth. The
overwhelming endorsement we received from shareholders only further
bolsters our confidence in the value that we believe the new
company will deliver, and we are very excited to soon create
Viatris, expected in the fourth quarter of this year."
Coury continued: "Viatris will be launched with a robust new
business model, focused on total shareholder return. With an
enhanced balance sheet and financial flexibility, we will be able
to implement a more shareholder-friendly capital allocation policy
starting with a dividend of at least 25% of our free cash flow
following Viatris' first full quarter after close. We also look
forward to introducing Viatris' new, unique GLOBAL HEALTHCARE
GATEWAY™, which will offer partners ready access to more markets
and patients worldwide through the company's unmatched global
infrastructure and expertise, making Viatris a true Partner of
Choice™."
Coury closed: "With this significant milestone behind us and our
permanent financing now in place, we look forward to obtaining the
remaining regulatory approvals and completing the transaction."
Mylan will file the vote results in a Form 8-K with the U.S.
Securities and Exchange Commission.
The transaction is subject to customary closing conditions,
including receipt of the remaining required regulatory
approvals.
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 ~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.
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, 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; 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 ("U.S. GAAP")
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 has been filed by Newco with the
SEC on June 12, 2020 and has not yet
been declared effective, 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 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.
Non-GAAP Financial Measures
We are not providing forward looking information for U.S. GAAP
reported financial measures or a quantitative reconciliation of
forward-looking non-GAAP financial measures to the most directly
comparable U.S. GAAP measure because we are unable to predict with
reasonable certainty the ultimate outcome of certain significant
items without unreasonable effort. These items include, but are not
limited to, acquisition-related expenses, including integration,
restructuring expenses, asset impairments, litigation settlements
and other contingencies, including changes to contingent
consideration and certain other gains or losses. These items are
uncertain, depend on various factors, and could have a material
impact on U.S. GAAP reported results for the relevant period.
Historical non-GAAP financial measures may not be directly
comparable to future non-GAAP financial measures that may be used
by the combined company.
This press release includes the presentation and discussion of
certain financial information that differs from what is reported
under U.S. GAAP. Free cash flow, which is a non-GAAP financial
measure, is presented in order to supplement readers' understanding
and assessment of the combined company. References to free
cash flows are to U.S. GAAP net cash provided by operating
activities minus capital expenditures. Management uses
non-GAAP measures internally for forecasting, budgeting, measuring
its operating performance, and incentive-based awards. Mylan
believes that an evaluation of its ongoing operations (and
comparisons of its current operations with historical and future
operations) would be difficult if the disclosure of its financial
results was limited to financial measures prepared only in
accordance with U.S. GAAP. We believe that non-GAAP financial
measures are useful supplemental information for our investors and
when considered together with our U.S. GAAP financial measures
provide a more complete understanding of the factors and trends
affecting our operations. Readers are encouraged to review
the most directly comparable U.S. GAAP financial measures and
should consider non-GAAP financial measures only as supplements to,
not as substitutes for or as superior measures to, the measures of
financial performance prepared in accordance with U.S. GAAP.
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SOURCE Mylan N.V.
