NEW YORK, Dec. 18, 2019 /PRNewswire/ -- Pfizer Inc. (NYSE:
PFE) and Mylan N.V. (NASDAQ: MYL) today announced that Ian Read and James
Kilts will join the Viatris board of directors upon
completion of the planned combination of Mylan N.V. and Upjohn
Inc., which is expected to occur in mid-2020. The Viatris board
will oversee a company with a combined global presence and a
mission to serve the health needs of people around the world.
Ian Read currently serves as
Pfizer's Executive Chairman. In his previous role, he served as
Pfizer's Chairman and Chief Executive Officer beginning in
December 2011, having been named
President and Chief Executive Officer in December 2010. During his tenure as CEO, Pfizer
generated a total shareholder return of 250%, achieved 32 FDA
approvals, invested significantly in R&D, and completed several
transformational transactions to help strengthen Pfizer's pipeline.
Ian is the lead director of the Kimberly Clark corporation.
James Kilts, a Pfizer
director since 2007, has held numerous leadership roles in a wide
range of companies. He has previously served as Vice Chairman of
The Proctor and Gamble Company; Chairman and CEO of The Gillette
Company; President and CEO of Nabisco Group Holdings Corporation;
Chairman of the Nielsen Company B.V.; and Chairman of Big Heart Pet
Brands. He currently serves as a Director of MetLife Inc., The
Simply Good Foods Company and Unifi, Inc. and is also a Founding
Partner of Centerview Capital, a private equity firm.
Dr. Albert Bourla, Pfizer Chief
Executive Officer, said, "Today, I'm pleased to announce two of the
three Pfizer-designated members of the Viatris board – Ian Read and Jim
Kilts. Ian is a highly regarded industry veteran with a
strong record of value creation and extensive knowledge of the
Upjohn business and the markets in which both Upjohn and Mylan
operate. Jim has a distinguished career in business, serving as
chief executive officer of two global companies and establishing a
successful private equity firm. Ian and Jim are proven leaders with
governance expertise and financial acumen, which will benefit
Viatris patients and shareholders in the years to come. I sincerely
thank them for their significant contributions to Pfizer's
success."
"I'm delighted that Ian and Jim will serve on the Viatris board,"
said Mylan Chairman Robert J. Coury.
"I've known Ian for some time, and his overall experience and
knowledge of the Upjohn portfolio will serve Viatris well given the
purpose and direction of the new company. Jim brings extensive
leadership and transformation experience – a skillset that will be
especially relevant for Viatris as the new company continues the
extensive transformation of the legacy Mylan business and creates a
new champion for global health. Combined with other talented
members expected on our new board, Ian and Jim will help unlock the
value of our combined assets and accelerate our ability to serve
the world's changing health needs."
As previously announced, upon the completion of the transaction,
Robert J. Coury will serve as the
Executive Chairman of the Viatris board and Michael Goettler, current Group President,
Upjohn, will serve as Chief Executive Officer and board member.
Also, as previously announced, Ian
Read has chosen to retire from Pfizer's board on
December 31, 2019. James Kilts will cease being a member of
Pfizer's board immediately upon the closing of the transaction.
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.
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 more than 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.
ADDITIONAL INFORMATION
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 combination of Upjohn Inc.
("Newco"), a wholly owned subsidiary of Pfizer Inc. ("Pfizer") and
Mylan N.V. ("Mylan"), which will immediately follow the proposed
separation of the Upjohn business (the "Upjohn Business") from
Pfizer (the "proposed transaction"), Newco and Mylan have filed
certain materials with the Securities and Exchange Commission (the
"SEC"), including, among other materials, the Registration
Statement on Form S-4 which includes a proxy statement/prospectus
(as amended, the "Form S-4"), and Form 10 which includes an
information statement (as amended, the "Form 10"), each of which
has been filed by Newco with the SEC on October 25, 2019 and subsequently amended. The
registration statements have not yet become effective. After the
Form S-4 is effective, a definitive proxy statement/prospectus will
be sent to the Mylan shareholders seeking approval of the proposed
transaction, and 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, including a proxy
statement of Mylan in definitive form. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE 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,
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.
FORWARD LOOKING STATEMENTS
This communication contains "forward-looking statements". Such
forward-looking statements may include, without limitation,
statements about 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: 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; 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; 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 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 Form S-4 and the Form 10. You can access Pfizer's, Mylan's
or 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 the date of this communication.
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 28, 2019, its definitive proxy statement
and additional proxy statement relating to its 2019 Annual Meeting
filed with the SEC on March 14, 2019
and on April 2, 2019, respectively,
and Current Report on Form 8-K filed with the SEC on June 27, 2019. Information about the directors
and executive officers of Mylan may be found in its amended Annual
Report on Form 10-K filed with the SEC on April 30, 2019, 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 and will also be included in the definitive proxy
statement of Mylan in connection with the proposed transaction when
it becomes available. These documents (when they are available) can
be obtained free of charge from the sources indicated above.
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SOURCE Mylan N.V.