Mylan N.V. (NasdaqGS:MYL) entered into a definitive agreement to acquire Upjohn Inc. from Pfizer Inc. (NYSE:PFE) in a Reverse Morris Trust transaction on July 29, 2019. Under the terms of the agreement, which is structured as an all-stock, each Mylan share would be converted into one share of the new company. Upjohn is expected to be spun off or split off to Pfizer's shareholders and simultaneously combined with Mylan. The transaction is expected to be tax free to Pfizer and Pfizer shareholders and taxable to Mylan shareholders. Pfizer shareholders would own 57% of the combined new company, and Mylan shareholders would own 43%. Upjohn will issue $12 billion of debt at or prior to separation, with gross debt proceeds retained by Pfizer. The new company will have approximately $24.5 billion of total debt outstanding at closing. The agreement requires Mylan to pay Pfizer a termination fee of $322 million if the agreement is terminated under certain circumstances. The combined Mylan and Upjohn businesses will be owned by Upjohn, which will be renamed Viatris. For the year ending December 31, 2018, Upjohn reported total assets of $16.98 billion, total equity of $6.9 billion, revenues of $12.43 billion and net income of $6.13 billion.

The new company will be led by Mylan's current Chairman Robert J. Coury, as Executive Chairman; Michael Goettler, current Group President of Upjohn as Chief Executive Officer and Rajiv Malik, current Mylan President, as President. Ken Parks, currently Chief Financial Officer of Mylan, has agreed to depart the company at closing. Heather Bresch, Mylan's current Chief Executive Officer, will retire from Mylan upon the close of this transaction. The Board of Directors of the new company will include its Executive Chairman and its Chief Executive Officer, as well as eight members designated by Mylan, and three members designated by Pfizer, for a total of 13 members. As of February 27, 2020, Mylan announced the remaining appointees to the inaugural 13 member Board of Directors for Viatris. In addition to including Ian Read and Jim Kilts, Pfizer has appointed W. Don Cornwell, who will resign from the Pfizer board to serve as a Director of Viatris, Mylan has appointed eight of its own Directors to serve on the Viatris Board of Directors, including JoEllen Lyons Dillon, Neil Dimick, Melina Higgins, Harry A. Korman, Rajiv Malik, Richard A. Mark, Mark W. Parrish, and Pauline van der Meer Mohr. Board of Directors of Viatris will also include Viatris Executive Chairman Robert J. Coury and Viatris Chief Executive Officer Michael Goettler. Sanjeev Narula, current Chief Financial Officer of Upjohn has been named incoming Chief Financial Officer of Viatris. As of March 10, 2020, Mylan Chief Commercial Officer Tony Mauro will become regional President of developed markets at Viatris. Ken Parks will depart effective September 1, 2020. The other appointment will be Paul Campbell, Chief Accounting Officer and corporate controller at Mylan, who will hold the same roles at Viatris. The new company will be domiciled in the U.S. and incorporated in Delaware and will operate Global Centers in Pittsburgh, Pennsylvania; Shanghai, China, and Hyderabad, India.

The transaction is subject to approval by Mylan's shareholders at a meeting to be held on April 27, 2020 and customary closing conditions, including receipt of regulatory approvals, the effectiveness of the registration statements to be filed in connection with the combination, the approval of the listing of Upjohn's common stock on the NYSE or the NASDAQ Stock Market, official notice of issuance, the receipt of a private letter ruling from the Internal Revenue Service to the effect that the transaction will qualify as tax-free for Pfizer and Pfizer's stockholders within the meaning of Section 368(a)(1)(D) of the Internal Revenue Code, which ruling shall not have been withdrawn or rescinded, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain foreign antitrust approvals. No vote is required by Pfizer's shareholders. The Boards of Directors of both Mylan and Pfizer have unanimously approved the transaction. The deal was unanimously recommended by the Strategic Review Committee of the Board of Directors of Mylan. Each of Pfizer and Mylan filed its Notification and Report form to FTC with respect to the Combination on September 6, 2019. As of March 26, 2020, Mylan's extraordinary general meeting of shareholders to approve the transaction has been rescheduled from April 27, 2020, to June 30, 2020. As of February 28, 2020, European Commission has received an application for approval of the transaction and has set April 3, 2020 as a provisional deadline for a ruling. As of April 22, 2020, the European Commission (EC) approved the transaction, conditioned upon the completion of the sale of certain of Mylan's products in Europe. As of June 19. 2020, Pfizer and Mylan each received a Second Request from the FTC relating to the Combination. The effect of these requests, which were issued under the HSR Act, is to extend the waiting period imposed by the HSR Act until 30 days after Pfizer and Mylan have certified substantial compliance with the requests, unless the period is extended voluntarily by the parties or terminated earlier by the FTC. Due to circumstances surrounding the COVID-19 pandemic, the waiting period was further extended by the parties and the FTC. As of June 30, 2020, the shareholders of Mylan approved the acquisition. The transaction received final approval from EC on September 14, 2020. The transaction was approved by FTC on October 30, 2020. All required antitrust clearances are now obtained. The transaction is anticipated to close in mid-2020. As of March 26, 2020, the closing of the transaction has been delayed due to the unprecedented circumstances surrounding the COVID-19 pandemic, including associated delays in the regulatory review process and the transaction will now close in the second half of 2020. As of June 1, 2020, the transaction is expected to close in the fourth quarter of 2020. As of October 30, the combination is expected to close on November 16, 2020.

Centerview Partners LLC and PJT Partners LP acted as financial advisors and fairness opinion providers and Mark I. Greene, Thomas E. Dunn and Aaron M. Gruber of Cravath, Swaine & Moore LLP and NautaDutilh acted as legal advisors to Mylan. Michael Carr, Naomi Leslie, Marshall Smith and Jerry Lee of Goldman Sachs & Co. LLC, Alan Schwartz, Ken Springer and Bevan Sachs of Guggenheim Securities, LLC acted as financial advisors and Edward D. Herlihy, David K. Lam and Gordon S. Moodie of Wachtell, Lipton, Rosen & Katz, and Paul Cronheim at De Brauw Blackstone Westbroek acted as legal advisors to Pfizer. Willkie Farr & Gallagher LLP acted as legal advisor to Centerview Partners LLC and PJT Partners LP. Neil Barr, Michael Mollerus, Po Sit, Ethan R. Goldman, and Pritesh P. Shah of Davis Polk & Wardwell LLP acted as tax counsel to Pfizer Inc. Sullivan & Cromwell LLP acted as legal advisor to Goldman Sachs & Co. LLC and Guggenheim Securities, LLC. Claire Jeffs and William Watson of Slaughter and May acted as legal advisors to Mylan N.V. Innisfree M&A Incorporated acted as the information agent to Mylan and will receive a fee of approximately $0.04 million for its services. Mylan has agreed to pay Centerview an aggregate fee of $65 million, $10 million of which was payable upon the rendering of Centerview's opinion, $10 million of which was payable on August 1, 2019 for advisory services and $45 million of which is payable contingent upon consummation of the transaction. Mylan has agreed to pay PJT Partners an aggregate fee of $35 million, $10 million of which was payable upon the rendering of PJT Partners' opinion and $25 million of which is payable contingent upon consummation of the transaction.

Mylan N.V. (NasdaqGS:MYL) completed the acquisition of Upjohn Inc. from Pfizer Inc. (NYSE:PFE) in a Reverse Morris Trust transaction on November 16, 2020. Pursuant to agreement, Mylan N.V. made a cash payment to Pfizer equal to $12 billion as partial consideration for the transaction. As of the closing of the combination, Pfizer stockholders 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 on a fully diluted, as- converted and as exercised basis. Douglas E. Giordano, Margaret M. Madden and Bryan Supran resigned as members of the Upjohn Board of Directors. Christoph Holstein including Simon Schmid, Pascal Weber, Benjamin Sibbett, Emma Davies, Yi Yang, Yue Zheng, Cassandra Duffy and Tracy Lau of Clifford Chance, Düsseldorf acted as legal advisors to Pfizer Inc. (NYSE:PFE).