Pfizer Completes Transaction to Merge Upjohn Business with Mylan

Pfizer Inc. announced Monday that it completed the transaction to spin off its Upjohn business and combine it with Mylan N.V. to form Viatris Inc.

Under the terms of the transaction, which was structured as a Reverse Morris Trust of shares, Upjohn Inc. was spun off from Pfizer shareholders through a pro-rata distribution and immediately merged with Mylan.

The combined company was renamed Viatris in connection with the closure.

In the distribution, Pfizer shareholders received approximately 0.124079 Viatris common shares for each Pfizer common share held at close of business on the record date (which was November 13, 2020).

In addition to the Viatris shares received in the distribution, Pfizer shareholders retained the same number of Pfizer common shares at closing that they held immediately prior to the transaction.

At the close of the combination, Pfizer shareholders owned approximately 57% of the outstanding shares of Viatris common stock, and Mylan shareholders owned approximately 43% of the outstanding shares of Viatris common stock, in each case in a diluted total, as converted and based on the exercise.

Viatris will begin trading tomorrow, November 17, 2020.

Pfizer

Pfizer Chairman and CEO Albert Bourla said: “We are proud to have completed the combination of Upjohn and Mylan to create Viatris and we are pleased to have delivered value to our shareholders through this transaction. I want to express my gratitude to our colleagues at Upjohn for their dedication to helping us achieve this milestone. Looking forward to the new Pfizer, we believe our portfolio has never been stronger and we are motivated and inspired to continue developing innovative treatments and delivering innovative medicines that change the lives of patients around the world.»

Pfizer has not updated any component of the 2020 financial guidance provided in its third quarter earnings release, issued on October 28, 2020.

Mylan

As noted in that earnings release, the company’s overall guidance included contributions for the entire year from Upjohn; In light of the distribution of Upjohn’s business and its combination with Mylan to form Viatris in mid-November 2020, the 2020 financial guidance overstates the company’s expected overall results.

Following the distribution of the Upjohn business and its combination with Mylan to form Viatris, the historical contributions of the Upjohn business will be treated as a discontinued operation.

Pfizer intends to provide its initial financial guidance for 2021 in conjunction with its fourth quarter 2020 earnings release, consistent with past practice. As previously announced, Pfizer will maintain its Meridian business, while the Japan generics collaboration with Mylan will become part of Viatris after closing, subject to receipt of required regulatory approval and other customary closing conditions.