Mylan and Pfizer's Upjohn Division to Form New Combined Company

Mylan and Pfizer have announced an agreement to combine Mylan with Upjohn, Pfizer's business of off-patent branded and generic established medicines. The combination will create a new global pharmaceutical company.

Under the all-stock agreement, each Mylan share would be converted into 1 share of the new company. Pfizer shareholders would own 57% of the combined new company, and Mylan shareholders would own 43%. The plan has been unanimously approved by the boards of directors for both Mylan and Pfizer.

Mylan brings its own diverse portfolio, including key therapeutic areas such as the central nervous system, anesthesia, infectious disease, and cardiovascular. The company has more than 7500 marketed products globally, including antiretroviral therapies for HIV/AIDS treatment.

Upjohn's portfolio includes brands such as Lipitor, Celebrex, and Viagra, as well as commercialization capabilities. The company focuses on relieving noncommunicable diseases.

With the transaction, Mylan aims to expand the geographic reach of their existing product portfolio and future pipeline into new markets where Upjohn already has infrastructure and market expertise.

The new company is expected to have pro forma 2020 revenues of $19 to $20 billion, according to a statement. It will be domiciled in the United States and governed by Delaware law. The company will be renamed and rebranded at close.

Mylan's current chairman, Robert J. Coury, will serve as executive chairman of the new company, and current Group President of Upjohn Michael Goettler will serve as Chief Executive Officer (CEO). Rajiv Malik, current Mylan president, will serve as President, and current CFO of Mylan Ken Parks will be departing from the company at closing.

"Importantly, the combined organization will have a presence across nearly every continent and major market, establishing a new leadership position in Asia, and offering products capable of treating all major therapeutic areas," Coury said in a statement. "This combination also further accelerates Mylan's longstanding strategy to create the operational scale and commercial capabilities necessary to provide the world's more than 7 billion people with access to medicine."

Current Mylan CEO and Board Director Heather Bresch has announced her retirement simultaneously with the announcement of the new company, to be effective upon the closing of the combination of the 2 companies.²

"Nearly 8 years after becoming CEO, I'm proud to say that today's announcement regarding the combination of Mylan and Upjohn represents the culmination of the goals I set for myself and our Company when I challenge our amazing workforce to set new standards in healthcare," Bresch said in a statement.

References

• Mylan and Upjohn, a Division of Pfizer, to Combine, Creating a New Champion for Global Health Uniquely Positioned to Fulfill the World's Need for Medicine [news release]. Mylan N.V. https://investor.mylan.com/news-releases/news-release-details/mylan-and-upjohn-division-pfizer-combine-creating-new-champion. Published July 29, 2019. Accessed July 29, 2019.
• Statement from Mylan's Board of Director's Regarding Retirement of CEO and Board Member Heather Bresch in Conjunction with the Combination of Mylan and Upjohn, a Division of Pfizer. Mylan N.V. https://investor.mylan.com/news-releases/news-release-details/statement-mylans-board-directors-regarding-retirement-ceo-and. Published July 29, 2019. Accessed July 29, 2019.