Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
July 29 2019 - 6:55AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 2019
MYLAN N.V.
(Exact name
of registrant as specified in its charter)
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The Netherlands
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333-199861
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98-1189497
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Building 4, Trident Place, Mosquito Way
Hatfield, Hertfordshire
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AL10 9UL
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(Address of Principal Executive Offices)
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(Zip Code)
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+44 (0)
1707-853-000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (
see
General Instruction A.2. below):
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☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Ordinary shares, nominal value 0.01
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MYL
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The NASDAQ Stock Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§ 240.12b-2
of this chapter).
Emerging growth company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
On July 29, 2019, Mylan N.V., a public company with limited liability incorporated under the laws of the Netherlands (Mylan)
issued a press release announcing its plan to combine with Pfizer Inc.s
off-patent
branded and generic established medicines business, Upjohn Inc. (the Proposed Transaction). A copy of the
press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
On July 29, 2019, Mylan will hold an
investor conference call to discuss the Proposed Transaction. The presentation to be used during such call is attached as Exhibit 99.2 hereto and is incorporated by reference herein. The fact sheet to be used during such call is attached as
Exhibit 99.3 hereto and is incorporated by reference herein.
On July 29, 2019, the Board of the Directors of Mylan issued a statement
regarding Heather Breschs retirement as Chief Executive Officer and resignation from the Board of Directors of Mylan. A copy of such statement is attached as Exhibit 99.4 hereto and is incorporated by reference herein.
On July 29, 2019, Heather Bresch, Chief Executive Officer of Mylan, sent a letter to the employees of Mylan. A copy of such letter is
attached as Exhibit 99.5 hereto and is incorporated by reference herein.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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99.1
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Press release of Mylan N.V., dated as of July 29, 2019, announcing the agreement to combine with Upjohn Inc.
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99.2
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Presentation to be used during the investor conference call held on July 29, 2019.
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99.3
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Fact sheet to be used during the investor conference call held on July 29, 2019.
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99.4
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Statement of the Board of Directors of Mylan N.V., dated as of July 29, 2019, regarding Heather Breschs retirement as CEO and resignation from the Board of Directors of Mylan N.V.
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99.5
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Letter to Employees from Heather Bresch, Chief Executive Officer of Mylan, dated as of July 29, 2019.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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MYLAN N.V.
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By:
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/s/ Kenneth S. Parks
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Kenneth S. Parks
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Chief Financial Officer
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Date: July 29, 2019
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