Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on July 29, 2019, Pfizer Inc., a Delaware corporation
("Pfizer"), Upjohn Inc., a Delaware corporation and wholly owned subsidiary of
Pfizer ("Newco"), Mylan N.V., a public company with limited liability
incorporated under the laws of the Netherlands ("Mylan") and certain of their
affiliates entered into a business combination agreement (the "Business
Combination Agreement"), and Pfizer and Newco entered into a separation and
distribution agreement, as amended as of February 18, 2020 (the "Separation and
Distribution Agreement), which provide for the combination (the "Combination")
of Mylan and Pfizer's global, primarily off-patent branded and generic
established medicines business (the "Upjohn Business").
On May 29, 2020, Mylan, Pfizer, Newco and certain of their affiliates entered
into Amendment No. 1 to the Business Combination Agreement (the "BCA
Amendment"), and Pfizer and Newco entered into Amendment No. 2 to the Separation
and Distribution Agreement (the "SDA Amendment" and, together with the BCA
Amendment, the "Amendments"). In light of the ongoing regulatory review process,
including delays related to the COVID-19 pandemic, the Amendments provide, among
other things, that the closing of the Combination shall not occur prior to
October 1, 2020 (unless otherwise agreed to by Mylan and Pfizer) and that the
Outside Date (as defined in the Business Combination Agreement) shall be
December 31, 2020. As previously disclosed, Mylan's extraordinary general
meeting of shareholders to approve certain matters relating to the Combination
is scheduled to be held on June 30, 2020. Mylan and Pfizer expect the closing of
the Combination to occur in the fourth quarter of 2020.
The foregoing description of the Amendments does not purport to be complete and
is subject to, and qualified in its entirety by reference to, the full text of
the BCA Amendment and the SDA Amendment, respectively, which are attached as
Exhibit 2.1 and Exhibit 2.2, respectively, hereto and incorporated herein by
reference.
Forward-Looking Statements
This communication contains "forward-looking statements". Such forward-looking
statements may include, without limitation, statements about the proposed
combination of Newco and Mylan, which will immediately follow the proposed
separation of the Upjohn Business from Pfizer (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 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 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 Mylan's
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 U.S. GAAP and related standards or on an adjusted
basis; the integration of Mylan and Newco 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 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'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, Newco's and Mylan'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 transaction 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,
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the Registration Statement on Form 10, as amended, which includes an information
statement (as amended, the "Form 10"), which has been filed by Newco with the
SEC on January 21, 2020 and amended on February 6, 2020 and subsequently
withdrawn on March 11, 2020, and is expected to be refiled prior to its
effectiveness, a definitive proxy statement, which was filed by Mylan with the
SEC on February 13, 2020 (the "Proxy Statement"), and the 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 or through Pfizer's or Mylan's website, as applicable,
and Pfizer and Mylan strongly encourage you to do so. 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 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
transaction, 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 transaction. The Form 10 has not yet become effective.
After the Form 10 is effective, a definitive information statement will be made
available to the Pfizer stockholders relating to the proposed transaction. Newco
and Mylan intend to file additional relevant materials with the SEC in
connection with the proposed transaction. 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 TRANSACTION. The documents relating to the proposed transaction (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 on Pfizer's
internet website at
https://investors.Pfizer.com/financials/sec-filings/default.aspx or 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 transaction under the
rules of the SEC. Information about the directors and executive officers of
Newco following the completion of the proposed transaction may be found in 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 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 preliminary proxy
statement relating to its 2020 Annual General Meeting filed with the SEC on
May 28, 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
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
2.1 Amendment No. 1, dated as of May 29, 2020, to the Business Combination
Agreement, dated as of July 29, 2019, by and among Pfizer Inc., Upjohn
Inc., Utah Acquisition Sub Inc., Mylan N.V., Mylan I B.V. and Mylan II
B.V.*
2.2 Amendment No. 2, dated as of May 29, 2020, to the Separation and
Distribution Agreement, dated as of July 29, 2019, by and between Pfizer
Inc. and Upjohn Inc.*
104 Cover Page Interactive Data File-The cover page XBRL tags are embedded
within the Inline XBRL Document
* Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2)
of Regulation S-K. Pfizer agrees to furnish supplementally a copy of any
omitted attachment to the SEC on a confidential basis upon request.
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