The foregoing description of the Business Combination Agreement and the transactions
contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Business Combination Agreement, which is attached as Exhibit 2.1 and is incorporated herein by reference.
The above descriptions of each of the Separation Agreement and the Business Combination Agreement have been included, to provide
investors and security holders with information regarding the terms of each of the Separation Agreement and the Business Combination Agreement. They are not intended to provide any other factual information about the Mylan Parties, Pfizer, Newco,
Newco Sub and their respective subsidiaries and affiliates, or any of their respective businesses. The Business Combination Agreement contains representations and warranties that are solely for the benefit of parties thereto. The assertions embodied
in those representations and warranties are qualified by information in confidential disclosure letters that the parties have exchanged in connection with signing the Business Combination Agreement as of a specific date. The disclosure letters
contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Business Combination Agreement. Therefore, investors and security holders should not treat the representations and warranties
as categorical statements of fact. Moreover, these representations and warranties may apply standards of materiality in a way that is different from what may be material to investors. They were made only as of the date of the Business Combination
Agreement or such other date or dates as may be specified in the Business Combination Agreement and they are subject to more recent developments. Accordingly, investors and security holders should read the representations and warranties in the
Business Combination Agreement not in isolation but only in conjunction with the other information about Mylan and Pfizer and their respective subsidiaries that the respective companies include in reports and statements they file with the Securities
and Exchange Commission (SEC).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Heather Bresch, Mylans current Chief Executive
Officer, will retire from Mylan and resign from the Board of Directors of Mylan upon the close of this transaction. Kenneth S. Parks, Mylans current Chief Financial Officer, has agreed to depart from Mylan upon the close of this transaction.
Forward-Looking Statements
This
communication 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 Pfizers, Mylans and Newcos 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 Mylans 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; Mylans and Newcos 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 Newcos 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 Mylans and Newcos consolidated financial condition, results of operations and/or cash flows; Mylans and Newcos 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 Pfizers and Mylans Annual Reports on Form
10-K,
Quarterly Reports on Form
10-Q
and other filings with the SEC. You can access
Pfizers or Mylans filings with the SEC through the SEC website at www.sec.gov or through Pfizers or Mylans 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 communication.