Upjohn Inc. (“Newco”), a wholly-owned subsidiary of Pfizer Inc.
(“Pfizer”) (NYSE: PFE), Upjohn Finance B.V. (“Finco”), a
wholly-owned subsidiary of Newco, Pfizer and Mylan N.V. (“Mylan”)
(Nasdaq: MYL) today announced the pricing of a private offering of
$7.45 billion aggregate principal amount of Newco’s senior, U.S.
dollar-denominated notes (collectively, the “U.S. Dollar Notes”)
and a private offering of €3.60 billion aggregate principal amount
of Finco’s senior, euro-denominated notes (collectively, the “Euro
Notes” and, together with the U.S. Dollar Notes, the “Notes”),
comprised of:
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- $1,000 million aggregate principal amount of 1.125% senior
notes due 2022;
- $750 million aggregate principal amount of 1.650% senior notes
due 2025;
- $750 million aggregate principal amount of 2.300% senior notes
due 2027;
- $1,450 million aggregate principal amount of 2.700% senior
notes due 2030;
- $1,500 million aggregate principal amount of 3.850% senior
notes due 2040;
- $2,000 million aggregate principal amount of 4.000% senior
notes due 2050;
- €750 million aggregate principal amount of 0.816% senior notes
due 2022;
- €750 million aggregate principal amount of 1.023% senior notes
due 2024;
- €850 million aggregate principal amount of 1.362% senior notes
due 2027; and
- €1,250 million aggregate principal amount of 1.908% senior
notes due 2032.
Subject to customary closing conditions, the sales of the U.S.
Dollar Notes are expected to close on or about June 22, 2020 and
the sales of the Euro Notes are expected to close on or about June
23, 2020. Upon completion of each offering of Notes, the
commitments under Newco’s previously announced Bridge Loan Facility
Commitment Letter dated as of July 29, 2019 will be automatically
reduced in an amount equal to the aggregate net proceeds from such
offering of Notes.
The Notes are being offered in connection with the previously
announced proposed combination (the “Combination”) of Pfizer’s
global, primarily off-patent branded and generic established
medicines business (the “Upjohn Business”) and Mylan. Prior to the
Combination, Pfizer will contribute the Upjohn Business to Newco,
so that the Upjohn Business is separated from the remainder of
Pfizer’s businesses (the “Separation”), and Pfizer will distribute
to its stockholders all of the issued and outstanding shares of
Newco’s common stock held by Pfizer (the “Distribution”). In
connection with the Separation, and as partial consideration for
Pfizer’s contribution of the Upjohn Business to Newco, Newco will
make a cash payment of $12 billion to Pfizer. Newco intends to use
the net proceeds from the offerings of the Notes, together with the
net proceeds from other previously announced financing
transactions, to fund in full that $12 billion cash payment to
Pfizer and related transaction fees and expenses.
The U.S. Dollar Notes will be senior unsecured obligations of
Newco. The U.S. Dollar Notes will initially be guaranteed on a
senior unsecured basis by Pfizer. The guarantee by Pfizer will be
automatically and unconditionally terminated and released without
the consent of holders upon the consummation of the Distribution.
Upon the consummation of the Combination, the Mylan entities (which
will be subsidiaries of Newco following the Combination) that are
issuers or guarantors of the outstanding senior unsecured notes
issued by Mylan or Mylan Inc. (such notes, the “Mylan Notes” and,
such issuers and guarantors, the “Mylan Guarantors”) will become
guarantors of the U.S. Dollar Notes, substantially concurrently
with Newco becoming a guarantor of the Mylan Notes.
The Euro Notes will be senior unsecured obligations of Finco.
The Euro Notes will be guaranteed on a senior unsecured basis by
Newco and will initially be guaranteed on a senior unsecured basis
by Pfizer. The guarantee by Pfizer will be automatically and
unconditionally terminated and released without the consent of
holders upon the consummation of the Distribution. Upon the
consummation of the Combination, the Mylan Guarantors will become
guarantors of the Euro Notes, substantially concurrently with Newco
becoming a guarantor of the Mylan Notes.
The U.S. Dollar Notes are being offered in the United States
only to persons reasonably believed to be qualified institutional
buyers in reliance on Rule 144A under the Securities Act of 1933,
as amended (the “Securities Act”), and to certain non-U.S. persons
in transactions outside the United States in reliance on Regulation
S under the Securities Act. The U.S. Dollar Notes have not been
registered under the Securities Act or the securities laws of any
state or other jurisdiction, and may not be offered or sold in the
United States or to U.S. persons absent registration or an
applicable exemption from registration requirements.
The Euro Notes are being offered only to certain non-U.S.
persons in transactions outside the United States in reliance on
Regulation S under the Securities Act. The Euro Notes have not
been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction, and may not be
offered or sold in the United States or to U.S. persons absent
registration or an applicable exemption from registration
requirements.
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area
(“EEA”) or the United Kingdom (“U.K.”). Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as
amended, the “PRIIPs Regulation”) for offering or selling the Notes
or otherwise making them available to retail investors in the EEA
or the U.K. has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in
the EEA or the U.K. may be unlawful under the PRIIPs Regulation.
This news release does not constitute an advertisement for the
purposes of Regulation (EU) 2017/1129.
This release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of,
the U.S. Dollar Notes or the Euro Notes in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
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
portfolio of more than 7,500 marketed products around the world,
including antiretroviral therapies on which approximately 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.
About Upjohn
With over 130 years of experience in improving patient lives,
Pfizer Upjohn seeks to leverage our portfolio, global experience
and expertise to become the trusted partner of choice for all
stakeholders committed to improving patient health. We focus on
relieving the burden of non-communicable diseases with trusted,
quality medicines for every patient, everywhere, with the goal of
treating 225 million new patients by 2025. Upjohn brings together
20 of the industry’s most trusted brands — products such as
Lipitor®, Norvasc®, Lyrica® and Viagra® — with world-class medical,
manufacturing and commercial expertise in more than 120 countries.
Upjohn’s network of approximately 11,500 colleagues works together
to be fast, focused and flexible to ensure that patients around the
world access the healthcare they need.
Pfizer Inc.: 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.
Forward-Looking Statements
This communication contains “forward-looking statements”. Such
forward-looking statements may include, without limitation,
statements about the offerings of the U.S. Dollar Notes and the
Euro Notes and about other permanent financing transactions
(including statements regarding the terms thereof, the closing date
thereof or the use of proceeds therefrom), the proposed combination
of Newco and Mylan, which will immediately follow the proposed
separation of the Upjohn Business from Pfizer (the “proposed
combination”), the expected timetable for completing the proposed
combination, the benefits and synergies of the proposed
combination, 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: ongoing challenges and
uncertainties posed by the COVID-19 pandemic for businesses and
governments around the world; the parties’ ability to meet
expectations regarding the timing, completion and accounting and
tax treatments of the proposed combination; changes in relevant tax
and other laws; the parties’ ability to consummate the proposed
combination; the conditions to the completion of the proposed
combination, 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 combination
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 U.S. GAAP and related standards or on an adjusted
basis; the integration of Mylan and the Upjohn Business 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 combination within the expected time
frames or at all or to successfully integrate Mylan and the Upjohn
Business; customer loss and business disruption being greater than
expected following the proposed combination; the retention of key
employees being more difficult following the proposed combination;
Mylan’s, the Upjohn Business’s or the combined company’s liquidity,
capital resources and ability to obtain financing; 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; the impact of
outbreaks, epidemics or pandemics, such as the COVID-19 pandemic;
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, Mylan’s and Newco’s Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and other filings with the
Securities and Exchange Commission (“SEC”). These risks, as well as
other risks associated with Mylan, the Upjohn Business, the
combined company and the proposed combination are also more fully
discussed in the Registration Statement on Form S-4, as amended,
which includes a proxy statement/prospectus (as amended, the “Form
S-4”), which was filed by Newco with the SEC on October 25, 2019
and declared effective by the SEC on February 13, 2020, the
Registration Statement on Form 10, as amended, which includes an
information statement (the “Form 10”), which has been filed by
Newco with the SEC on June 12, 2020 and has not yet been declared
effective, a definitive proxy statement, which was filed by Mylan
with the SEC on February 13, 2020 (the “Proxy Statement”), and a
prospectus, which was filed by Newco with the SEC on February 13,
2020 (the “Prospectus”). You can access Pfizer’s, Mylan’s and
Newco’s filings with the SEC through the SEC website at
www.sec.gov. Except as required by applicable law, Pfizer, Mylan
and Newco undertake no obligation to update any statements herein
for revisions or changes after this communication is made.
Additional Information and Where to Find It
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 in the proposed combination 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, Newco and Mylan have filed certain materials with the
SEC, including, among other materials, the Form S-4, Form 10 and
Prospectus filed by Newco and the Proxy Statement filed by Mylan.
The Form S-4 was declared effective on February 13, 2020 and the
Proxy Statement and the Prospectus were first mailed to
shareholders of Mylan on or about February 14, 2020 to seek
approval of the proposed combination. The Form 10 has not yet
become effective. After the Form 10 is effective, a definitive
information statement will be made available to Pfizer stockholders
relating to the proposed combination. Newco and Mylan intend to
file additional relevant materials with the SEC in connection with
the proposed combination. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
MYLAN, NEWCO AND THE PROPOSED COMBINATION. The documents relating
to the proposed combination (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 or by
contacting Mylan at (724) 514-1813 or investor.relations@mylan.com
or from Pfizer by contacting Pfizer’s Investor Relations Department
at (212) 733-2323, as applicable.
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 combination under the rules of the
SEC. Information about the directors and executive officers of
Newco following the completion of the proposed combination may be
found in the Form 10, the Form S-4, the Proxy Statement and the
Prospectus, and Pfizer’s Current Report on Form 8-K filed with the
SEC on February 28, 2020. 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 27, 2020 and its
definitive proxy statement relating to its 2020 Annual Meeting
filed with the SEC on March 13, 2020, as supplemented by its
supplement to the proxy statement filed with the SEC on April 7,
2020. Information about the directors and executive officers of
Mylan may be found in its Annual Report on Form 10-K filed with the
SEC on February 28, 2020, as amended on April 29, 2020, and its
definitive proxy statement relating to its 2020 Annual General
Meeting filed with the SEC on June 8, 2020. Additional information
regarding the interests of these participants can also be found in
the Form S-4, the Proxy Statement and the Prospectus. These
documents can be obtained free of charge from the sources indicated
above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200618005264/en/
Media Relations: Christine Waller +1 (724) 514-1968
Christine.Waller@mylan.com Amy Rose +1 (212) 733-7410
Amy.rose@pfizer.com Investor Relations: Melissa Trombetta +1
(724) 514-1813 Melissa.Trombetta@mylan.com Chuck Triano +1 (212)
733-3901 Charles.E.Triano@pfizer.com
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