Mylan and Pfizer Receive Clearance from the U.S. Federal Trade Commission for Proposed Combination of Mylan and Upjohn

Mylan and Pfizer 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.

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