Item 1.01. Entry into a Material Definitive Agreement.
On November 16, 2020, Viatris, Mylan N.V. ("Mylan") and Pfizer Inc. ("Pfizer")
announced that they had consummated the previously announced combination of
Mylan with Pfizer's off-patent branded and generic established medicines
business (the "Upjohn Business") through a Reverse Morris Trust transaction. In
accordance with the terms and conditions of a Business Combination Agreement,
dated as of July 29, 2019, as amended (the "BCA"), among Viatris, Mylan, Pfizer
and certain of their affiliates, and a Separation and Distribution Agreement,
dated as of July 29, 2019, as amended (the "SDA") between Viatris and Pfizer,
(1) Pfizer contributed the Upjohn Business to Viatris (the "Contribution"), so
that the Upjohn Business was separated from the remainder of Pfizer's businesses
(the "Separation"), (2) following the Separation, Pfizer distributed, on a pro
rata basis (based on the number of shares of Pfizer common stock held by holders
of Pfizer common stock as of the record date of November 13, 2020 (the "Record
Date")), all of the shares of Viatris common stock held by Pfizer to Pfizer
stockholders as of the Record Date (the "Distribution" and the time at which the
Distribution occurred, the "Distribution Time"), and (3) immediately following
the Distribution, Viatris and Mylan engaged in a strategic business combination
transaction (the "Combination"). In addition, pursuant to the SDA and
immediately prior to the Distribution, Viatris made a cash payment to Pfizer
equal to $12 billion as partial consideration for the Contribution. As a result
of the Combination, Viatris holds the combined Upjohn Business and Mylan
business. Upon completion of the Distribution and the Combination, holders of
Pfizer's common stock as of the Record Date owned approximately 57% of the
outstanding shares of Viatris common stock, and former 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.
In connection with the transactions described above, on November 16, 2020,
Pfizer and Viatris entered into several agreements, including, among others,
certain Transition Services Agreements, a Tax Matters Agreement, an Employee
Matters Agreement, certain Manufacturing and Supply Agreements, an IP Matters
Agreement, a Trademark License Agreement and other commercial agreements.
A summary of the principal terms of each of the Transition Services Agreements,
Tax Matters Agreement, Employee Matters Agreement, Manufacturing and Supply
Agreements, IP Matters Agreement and Trademark License Agreement is set forth in
the section titled "Additional Transaction Agreements" contained in the
information statement included as Exhibit 99.1 to Viatris' Form 8-K (File
No. 000-56114) filed with the U.S. Securities and Exchange Commission (the
"SEC") on August 6, 2020 (the "Final Information Statement"), which summaries
are incorporated herein by reference. Such agreements are attached hereto as
Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8, respectively, and
incorporated herein by reference. The BCA and the SDA, together with amendments
thereto, were filed as Annexes A through E to the Final Information Statement
and are incorporated herein by reference, except for Amendment No. 3 to the SDA,
dated as of September 18, 2020, which is filed as Exhibit 2.6 hereto and
incorporated herein by reference, and Amendment No. 4 to the SDA, dated as of
November 15, 2020, which is filed as Exhibit 2.7 hereto and incorporated herein
by reference.
. . .
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information contained in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 2.05. Costs Associated with Exit or Disposal Activities.
On February 27, 2020, Mylan filed a Current Report on Form 8-K (File No.
333-199861) disclosing that it had formalized the next steps in its efforts to
sustain long-term value creation through the proactive transformation of its
business. Mylan had been developing the details of this previously disclosed
initiative, which included a global restructuring program (the "2020 Mylan
Restructuring Program"), but in May 2020 it delayed the implementation of the
2020 Mylan Restructuring Program as a result of the COVID-19 pandemic and the
related uncertainty and complexity of the environment at that time.
As described in Item 1.01 of this Current Report on Form 8-K, on November 16,
2020, Viatris was formed through the combination of Mylan and the Upjohn
Business. On November 16, 2020, Viatris announced a significant global
restructuring program in order to achieve synergies of $1 billion over the next
four years, or sooner, and ensure the new company is optimally structured and
efficiently resourced to deliver sustainable value to patients, shareholders,
customers, and other stakeholders. This Viatris restructuring program
incorporates and expands upon the 2020 Mylan Restructuring Program, and the key
activities of the new program are expected to reduce the company's cost base
through the rationalization of its global manufacturing and supply network, and
the optimization of the company's functional and commercial capabilities.
Viatris is currently in the process of defining the specific parameters of the
restructuring program, including workforce actions and other restructuring
activities, and expects a significant portion of these actions and activities to
be phased in over the next two years. The company expects to disclose further
details for this program by the end of 2020 as plans are finalized, including
the estimated amount or range of amounts to be incurred by major type of cost,
future cash expenditures and potential annual savings associated with the
program, and also will provide updated disclosures to the extent that additional
actions or activities are approved under the program in the future, as
appropriate. The costs and expenditures of the restructuring program are
expected to include employee-related costs (such as severance and continuation
of healthcare and other benefits), asset impairments, accelerated depreciation,
costs associated with contract terminations and other closure costs.
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Item 5.01. Changes in Control of Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the transactions, effective as of November 16, 2020, Douglas
E. Giordano, Margaret M. Madden and Bryan Supran resigned as members of the
Upjohn board of directors.
Election of Directors
In connection with the transactions, effective as of November 16, 2020, the
following individuals were elected to serve on the board of directors of Viatris
(the "Viatris Board") until his or her successor is duly elected and qualified
or until his or her earlier resignation or removal:
• Robert J. Coury
• W. Don Cornwell
• JoEllen Lyons Dillon
• Neil Dimick
• Michael Goettler
• Melina Higgins
• James Kilts, Jr.
• Harry A. Korman
• Rajiv Malik
• Richard A. Mark
• Mark W. Parrish
• Ian Read
• Pauline van der Meer Mohr
In addition, in connection with the transactions, the board of directors of
Upjohn assigned certain of the individuals elected to serve on the Viatris Board
to the following three classes for the term of office set forth below and until
his or her successor is duly elected and qualified or until his or her earlier
resignation or removal, with such assignment to be effective upon such
individual's election to the Viatris Board:
Class I (term of office to expire at the 2021 annual meeting of stockholders)
Ian Read
Class II (term of office to expire at the 2022 annual meeting of stockholders)
W. Don Cornwell
Class III (term of office to expire at the 2023 annual meeting of stockholders)
Robert J. Coury
James Kilts, Jr.
The Viatris Board will assign the remaining directors elected to serve on the
Viatris Board to each of the three classes at a later time. Mr. Coury was also
elected, effective immediately prior to the consummation of the Distribution, as
Executive Chairman of the Viatris Board.
In connection with the transactions, the following committees of the Viatris
Board were established and constituted as follows: Audit Committee (Neil Dimick
(Chair), JoEllen Lyons Dillon, Melina Higgins, Richard A. Mark and Mark W.
Parrish), Compensation Committee (JoEllen Lyons Dillon (Chair), Melina Higgins
and Pauline van der Meer Mohr), Compliance Committee (Mark W. Parrish (Chair),
JoEllen Lyons Dillon and Harry A. Korman), Executive Committee (Robert J. Coury
(Chair), JoEllen Lyons Dillon, Neil Dimick, Melina Higgins and Mark W. Parrish),
Finance Committee (Melina Higgins (Chair), Neil Dimick and
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Richard A. Mark), Governance and Nominating Committee (JoEllen Lyons Dillon
(Chair), Harry A. Korman and Mark W. Parrish), Risk Oversight Committee (Harry
A. Korman (Chair), Neil Dimick, Mark W. Parrish and Pauline van der Meer Mohr)
and Science and Technology Committee (Harry A. Korman (Chair) and Rajiv Malik).
The Viatris Board will assign Mr. Cornwell, Mr. Kilts and Mr. Read to one or
more of such committees at a later time.
Additional information on transactions with related persons required by this
Item 5.02 with respect to Mr. Coury and Mr. Malik is contained under the section
"Certain Relationships and Related Transactions" of Mylan's Definitive Proxy
Statement, filed with the SEC on June 8, 2020 (the "Mylan Annual Meeting Proxy
Statement") and incorporated herein by reference. In August 2020 and commencing
on September 1, 2020, Mylan Inc. and The Coury Firm LLC further extended the
agreement described under the section "Certain Relationships and Related
Transactions" in the Mylan Annual Meeting Proxy Statement through December 31,
2023 on substantially the same terms; in connection with the consummation of the
Combination, Mylan Inc. is now a subsidiary of Viatris, and Viatris and its
subsidiaries receive the services contemplated by the extended agreement.
Appointment of Officers
In connection with the transactions, the following individuals were elected,
effective as of the Distribution Time, as officers of Viatris in each case until
their successors are chosen and qualify in their stead or until their earlier
death, resignation or removal:
Robert J. Coury, Executive Chairman
Michael Goettler, Chief Executive Officer (Principal Executive Officer)
Rajiv Malik, President
Sanjeev Narula, Chief Financial Officer (Principal Financial Officer)
Paul Campbell, Chief Accounting Officer (Principal Accounting Officer)
Additional information on biographical information and business experience
required by this Item 5.02 with respect to Mr. Goettler and Mr. Malik is
contained under the section "The Transactions-Board of Directors and Executive
Officers of Newco Following the Combination" of the Final Information Statement
and incorporated herein by reference.
Prior to the Combination, Mr. Narula, age 60, served as chief financial officer
of the Upjohn Business beginning in January 2019 where he oversaw finance,
procurement and business technology for all functions of the business, including
commercial, research and development, Upjohn Global Supply and other
client-facing business operations functions. From January 2014 to January 2019,
Mr. Narula served as Vice President, Finance for Pfizer's Essential Health
Business where he was responsible for providing leadership on financial matters,
business development, financial planning and analysis and leading the operating
plan process and forecasting. Mr. Narula also held several other financial
. . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective prior to the consummation of the Distribution, Upjohn amended and
restated its certificate of incorporation (the "Charter") and also amended and
restated its bylaws to take effect upon the effectiveness of the amended and
restated certificate of incorporation. Effective as of November 16, 2020, Upjohn
amended the Charter to change its name from "Upjohn Inc." to "Viatris Inc.".
Copies of the Charter, amended and restated bylaws and certificate of amendment
to the Charter are attached hereto as Exhibits 3.1, 3.2 and 3.3, respectively,
and incorporated herein by reference.
Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
Effective as of the consummation of the Combination, Viatris adopted its Code of
Ethics for the Chief Executive Officer, Chief Financial Officer and Chief
Accounting Officer, a copy of which is available on the Viatris website at
www.viatris.com. The information on the Viatris website does not constitute part
of this Current Report on Form 8-K and is not incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of the Business Acquired
The financial statements required by this item will be filed by amendment to
this Current Report on Form 8-K no later than 71 calendar days after the date on
which this Current Report on Form 8-K must be filed.
(b) Pro Forma Financial Information
The pro forma financial information required by this item will be filed by
amendment to this Current Report on Form 8-K no later than 71 calendar days
after the date on which this Current Report on Form 8-K must be filed.
(d) Exhibits
The following documents are filed herewith unless otherwise indicated:
Exhibit
No. Description
2.1 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. (included as Annex A to the Final
Information Statement and incorporated herein by reference).*
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2.2 Amendment No. 1 to the Business Combination Agreement, dated as of
May 29, 2020, by and among Pfizer Inc., Upjohn Inc., Utah Acquisition Sub
Inc., Mylan N.V., Mylan I B.V. and Mylan II B.V. (included as Annex B to
the Final Information Statement and incorporated herein by reference).*
2.3 Separation and Distribution Agreement, dated as of July 29, 2019, by and
between Pfizer Inc. and Upjohn Inc. (included as Annex C to the Final
Information Statement and incorporated herein by reference).*
2.4 Amendment No. 1 to the Separation and Distribution Agreement, dated as
of February 18, 2020, by and between Pfizer Inc. and Upjohn Inc. (included
as Annex D to the Final Information Statement and incorporated herein by
reference).*
2.5 Amendment No. 2 to the Separation and Distribution Agreement, dated as
of May 29, 2020, by and between Pfizer Inc. and Upjohn Inc. (included as
Annex E to the Final Information Statement and incorporated herein by
reference).*
2.6 Amendment No. 3 to the Separation and Distribution Agreement, dated as
of September 18, 2020, by and between Pfizer Inc. and Upjohn Inc.*
2.7 Amendment No. 4 to the Separation and Distribution Agreement, dated as
of November 15, 2020, by and between Pfizer Inc. and Upjohn Inc.*
3.1 Amended and Restated Certificate of Incorporation of Upjohn Inc.,
effective as of November 13, 2020.
3.2 Amended and Restated Bylaws of Upjohn Inc., effective as of November 13,
2020.
3.3 Certificate of Amendment to Amended and Restated Certificate of
Incorporation of Upjohn Inc., effective as of November 16, 2020.
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10.1 Transition Services Agreement, dated as of November 16, 2020, by and
between Pfizer Inc. (as Service Provider) and Upjohn Inc. (as Service
Recipient).*
10.2 Transition Services Agreement, dated as of November 16, 2020, by and
between Upjohn Inc. (as Service Provider) and Pfizer Inc. (as Service
Recipient).*
10.3 Tax Matters Agreement, dated as of November 16, 2020, by and between
Pfizer Inc. and Upjohn Inc.*
10.4 Employee Matters Agreement, dated as of November 16, 2020, by and
between Pfizer Inc. and Upjohn Inc.*
10.5 Manufacturing and Supply Agreement, dated as of November 16, 2020, by
and between Pfizer Inc. (as Manufacturer) and Upjohn Inc. (as Customer).*
10.6 Manufacturing and Supply Agreement, dated as of November 16, 2020, by
and between Upjohn Inc. (as Manufacturer) and Pfizer Inc. (as Customer).*
10.7 Intellectual Property Matters Agreement, dated as of November 16, 2020,
by and between Pfizer Inc. and Upjohn Inc.*
10.8 Trademark License Agreement, dated as of November 16, 2020, by and
between Pfizer Inc. and Upjohn Inc.*
10.9 Viatris Inc. 2020 Stock Incentive Plan (included as Exhibit 10.1 to the
Final Information Statement and incorporated herein by reference)**
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(a)(5) of Regulation S-K. Viatris agrees to furnish supplementally a copy
of any omitted attachment to the SEC on a confidential basis upon request.
** Denotes management contract or compensatory plan or arrangement.
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