Filed by Mylan N.V.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6(b)
under the Securities Exchange Act of 1934
Subject Company: Mylan N.V.
Commission File No.: 333-199861
The communication below is being filed in connection with the proposed business combination between Mylan N.V. and Upjohn Inc., Pfizer Inc.s
off-patent branded and generic established medicines business.
Mylan is not providing forward-looking information for U.S. GAAP reported
financial measures or a quantitative reconciliation of forward-looking non-GAAP financial measures. Please see Non-GAAP Financial Measures for additional information.
CONTACTS:
Christine
Waller (Media)
724.514.1968
Melissa Trombetta (Investors)
724.514.1813
Mylan
Shareholders Overwhelmingly Approve Proposed Combination with Upjohn
99.6% of Shares Voted in Favor of the Transaction
HERTFORDSHIRE, England and PITTSBURGH June 30, 2020 Mylan N.V. (Nasdaq: MYL) today announced that its shareholders overwhelmingly voted to approve
the proposed transaction combining Mylan and Upjohn, a division of Pfizer, at the companys extraordinary general meeting of shareholders. Approximately 99.6% of votes cast were voted in favor of the combination.
Mylan Executive Chairman and Future Viatris Executive Chairman Robert J. Coury said: The near unanimous support we have received from our shareholders
with 99.6% of shares voted in favor of this transaction truly validates the extensive analysis and time invested by the boards strategic review committee, and the full board, in identifying the right opportunity to unlock the true value of our
one-of-a-kind platform as well as accelerate Mylans next exciting phase of growth. The overwhelming endorsement we received from shareholders only further bolsters our confidence in the value that we believe the new company will deliver, and
we are very excited to soon create Viatris, expected in the fourth quarter of this year.
Coury continued: Viatris will be launched with a
robust new business model, focused on total shareholder return. With an enhanced balance sheet and financial flexibility, we will be able to implement a more shareholder-friendly capital allocation policy starting with a dividend of at least 25% of
our free cash flow following Viatris first full quarter after close. We also look forward to introducing Viatris new, unique GLOBAL HEALTHCARE GATEWAY, which will offer partners
ready access to more markets and patients worldwide through the companys unmatched global infrastructure and expertise, making Viatris a true Partner of Choice.
Coury closed: With this significant milestone behind us and our permanent financing now in place, we look forward to obtaining the remaining regulatory
approvals and completing the transaction.
Mylan will file the vote results in a Form 8-K with the U.S.
Securities and Exchange Commission.
The transaction is subject to customary closing conditions, including receipt of the remaining required regulatory
approvals.
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 whats right, not whats 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 worlds largest producers of active pharmaceutical ingredients. Every member of our ~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.