Viatris Inc. (NasdaqGS:VTRS) agreed to acquire Oyster Point Pharma, Inc. (NasdaqGS:OYST) from a group of shareholders on September 16, 2022. On September 16, 2022, Oyster Point executed the Indication of Interest received from Viatris. Viatris Inc. entered into a definitive agreement to acquire Oyster Point Pharma, Inc. from a group of shareholders for approximately $320 million on November 7, 2022. Under the terms of the agreement, Viatris will commence a tender offer to purchase all outstanding shares of Oyster Point Pharma for $11 per share in cash at closing, plus a contingent value right (“CVR”) for a potential cash payment of up to $2 per share upon achievement of specified performance targets by Oyster Point Pharma for full year 2022 i.e. Milestone 1 for achievement of both (a) 2022 Net Sales of at least $21.6 million and (b) 2022 Prescriptions of at least 131,822 and Milestone 2 for achievement of both (a) 2022 Net Sales of at least $24 million and (b) 2022 Prescriptions of at least 146,469. In a related transaction, Viatris Inc. also agreed to acquire Famy Life Sciences. Together, the acquisitions have an aggregate purchase price of approximately $700 million to $750 million which Viatris expects to fund with cash on hand. Following the successful closing of the tender offer, Viatris will acquire all remaining shares of Oyster Point Pharma's common stock that are not tendered into the tender offer through a second-step merger at the same price of $11 per share, plus a CVR representing the right to receive up to $2 per share. Upon completion of the transaction, we would function as a new division within Viatris combining Oyster Point's expertise in ophthalmology. Oyster Point Pharma stockholders holding approximately 46% of Oyster Point Pharma's common stock have entered into a tender and support agreement with Viatris, pursuant to which such stockholders have agreed, among other things, to tender 100% of their shares of Oyster Point Pharma's common stock in the tender offer, subject to the terms and conditions of such agreement. Viatris has the right to receive a payment of $11.85 million from the Oyster Point Pharma as termination fees in case the deal is terminated.

The transaction is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, receipt of regulatory approval and tender acceptance of more than 50% of Oyster Point shares and the number of Shares validly tendered (and not validly withdrawn) prior to the time that the Offer expires. The board of directors of Oyster have unanimously determined that this transaction, including the Offer and the Merger, are advisable and fair to, and in the best interest of, Oyster and its stockholders, and authorized and approved the execution, delivery and performance by Oyster of this agreement and the consummation of the transactions. The Board of Viatris have also approved the transaction. The Offer shall initially be scheduled to expire on January 2, 2023, unless otherwise extended. Viatris commenced the Offer on December 1, 2022. Expiration of the Offer will occur on December 30, 2022. As of December 8, 2022, the waiting period applicable to the Offer under the HSR Act has expired, thus satisfying the regulatory condition. On December 7, 2022, InvOpps IV US, L.P. tendered 307,803 shares of Common Stock and InvOpps IV, L.P. tendered 620,768 shares of Common Stock to Viatris. On December 13, 2022, InvOpps IV US, L.P. tendered 609,965 shares of Common Stock and InvOpps IV, L.P. tendered 1,230,050 shares of Common Stock to Viatris Inc. The transaction is anticipated to close during the first quarter of 2023.

Centerview Partners LLC is serving as the exclusive financial advisor and provided fairness opinion to Oyster Point Pharma, and Mika Reiner Mayer, Ian A. Nussbaum, Div Gupta, Brandon W. Fenn, Sarah Lightdale, Eileen Marshall, Howard Morse, John Paul, Charity R. Williams, Nyron Persaud, John Robertson, Natasha Leskovsek, Ryan Montgomery, Thomas Welk and Kimberly Bolin of Cooley LLP is serving as legal counsel. Citigroup Global Markets Inc. is serving as the exclusive financial advisor to Viatris and Mark I. Greene, Jonathan J. Katz, Amanda Hines Gold, J. Leonard Teti II, Margaret T. Segall, David J. Kappos, Matthew Morreale and Andrew M. Wark of Cravath, Swaine & Moore LLP is serving as legal counsel. Viatris retained Innisfree M&A Incorporated to act as the Information Agent and American Stock Transfer & Trust Company, LLC to act as the Depositary in connection with the Offer.