HERTFORDSHIRE, England and
PITTSBURGH, July 29, 2019 /PRNewswire/ -- Mylan's Board of
Directors today shared the following statement regarding
Heather Bresch's retirement, which
will be effective upon the closing of the combination of Mylan and
Upjohn, a division of Pfizer. The transaction is anticipated to
close in mid-2020, subject to customary closing conditions,
including receipt of regulatory approvals, and approval by Mylan
shareholders.
Mylan's Board Chairman
Robert J. Coury said: "On behalf of
Mylan's Board of Directors, I extend my gratitude and respect for
Heather Bresch's years of
extraordinary and passionate leadership at Mylan, which helped to
pave the way for today's historic announcement regarding the
combination of Mylan and Upjohn. Heather began her career at Mylan
in January of 1992 as a data entry clerk, and in January 2012, after 20 years and more than 15
different roles – including significant leadership positions as
Chief Integration Officer, Chief Operating Officer and President –
she was named the first female CEO of a Fortune 500 global
pharmaceutical company. Upon becoming CEO, Heather established a
blueprint for Mylan's future that helped to bring about
unprecedented growth for the company and create a truly diversified
global organization.
During her almost three-decade tenure at Mylan, Heather has been
instrumental in transforming the company from a 300 employee,
$100 million revenue, single-country
operation into a global organization that, upon close of the Mylan
and Upjohn transaction, will have more than 45,000 employees,
nearly $20 billion in revenue and a
reach across more than 165 countries, including a new leading
position in China. On behalf of
Mylan's Board, I extend tremendous thanks and credit to
Heather Bresch for her many years of
service to Mylan and for her authentic leadership style that helped
to ensure Mylan's mission of access could live on for years to
come. In business and in public policy, Heather has challenged the
status quo at every turn and is leaving this company, the
communities in which we operate, and our industry in a better
place."
Mylan CEO and Board Director Heather
Bresch said: "The opportunity to represent Mylan, and most
especially our thousands of passionate and committed employees
around the globe, has been one of the greatest joys and honors of
my life. I am grateful to Mylan's chairman, Robert J. Coury, and to our entire Board for
their strong support throughout my career and for their leadership
of Mylan's differentiated strategy.
As I shared with the Mylan family today, upon my appointment to
CEO in 2012, Mylan embarked on an initiative we called Healthcare
2020. It combined our efforts to blueprint the organization by
enhancing global processes, infrastructure and diversification,
with a future-focused strategy that ensured Mylan would explore
opportunities to further differentiate itself for success in 2020
and beyond. Nearly eight years after becoming CEO, I'm proud to say
that today's announcement regarding the combination of Mylan and
Upjohn represents the culmination of the goals I set for myself and
our Company when I challenged our amazing workforce to set new
standards in healthcare. So, as the company sets out on this
exciting new journey, I too will be opening a new chapter that will
continue to be focused on serving people, patients and public
health.
I look forward to continuing to work with the entire Mylan
family over these next several months to bring this transaction to
a successful close, and to the exciting future for all of us."
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.
Forward-Looking Statements
This release contains
"forward-looking statements". These statements are made pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. 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 and
Newco'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", "intend", "continue", "target" 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 the accounting principles generally accepted in
the United States of America
("U.S. GAAP") and related standards, or on an adjusted basis
("Non-GAAP measures"); the integration of Mylan and Newco being
more difficult, time consuming or costly than expected; Mylan's and
Upjohn'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 and Newco's
capacity to bring new products to market, including but not limited
to where it 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"); the scope, timing and outcome of any ongoing legal
proceedings and the impact of such proceedings on Mylan's and
Newco's consolidated financial condition, results of operations
and/or cash flows; Mylan's and Newco'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; the impacts of competition; changes in the economic
and financial conditions of the business of Mylan or Newco; 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"). You can access Pfizer's or Mylan's filings with the SEC
through the SEC website at www.sec.gov or through Pfizer's or
Mylan's website, and Pfizer and Mylan strongly encourage you to do
so. Except as required by applicable law, Pfizer, Mylan or Newco
undertake no obligation to update any statements herein for
revisions or changes after the date of this release.
Additional Information and Where to Find It
This
release 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 (the "Securities Act"). In connection with the proposed
combination of Newco and Mylan, which will immediately follow the
proposed separation of the Upjohn Business from Pfizer (the
"proposed transaction"), Newco, Mylan and Mylan Newco intend to
file relevant materials with the SEC, including a registration
statement on Form S-4 that will include a proxy
statement/prospectus relating to the proposed transaction. In
addition, Newco expects to file a registration statement in
connection with its separation from Pfizer. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT MYLAN, NEWCO, MYLAN NEWCO AND THE PROPOSED TRANSACTION. A
definitive proxy statement will be sent to shareholders of Mylan
seeking approval of 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.
Participants in the Solicitation
This release 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 and 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. These documents
can be obtained free of charge from the sources indicated above.
Additional information regarding the interests of these
participants will also be included in the proxy
statement/prospectus when it becomes available.
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SOURCE Mylan