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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Mylan NV | NASDAQ:MYL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 15.855 | 15.71 | 15.90 | 0 | 01:00:00 |
Filed by Mylan N.V.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Mylan N.V.
Commission File No.: 333-199861
CUSTOMERS
Customer Email
Subject Line : Announcement: Mylan to Combine with Upjohn
To Our Valued Customers:
Im reaching out to share with you an important update about Mylan. Today, we announced that Mylan will combine with Upjohn, a division of Pfizer, to create a new champion for global health that is uniquely positioned to fulfill the worlds need for medicine. Because of the transformative nature of this transaction, the new company will be renamed and rebranded at close, which is expected to occur in mid-2020. Our press release can be found here , and a fact sheet about the transaction is available here .
I want to take a moment to explain why bringing our two companies together makes such great sense, and will provide important benefits for our customers.
With this combination we will bring together Mylans sustainable, diverse and differentiated portfolio of medicines, with Upjohns trusted, iconic brands and leading positions in China and Southeast Asia. This will create a powerful platform comprising Mylans pipeline engine and supply chain and Upjohns commercial and medical infrastructure and expertise.
This will transform and accelerate our ability to serve patients needs and expand our capabilities across more than 165 markets and to have a transformative heath impact.
The new company will have a diverse portfolio across key therapeutic areas; such as central nervous system and anesthesia, infectious disease and cardiovascular. It will include prescription medicines, complex generics, over-the counter products and biosimilars and Upjohns trusted, iconic brands including Lipitor, Celebrex and Viagra.
I want to assure you that todays news will only enhance our strong partnership. Until the transaction closes which is expected in mid-2020 its business as usual and Mylan and Upjohn will continue to operate as two separate companies. Our focus on delivering high-quality products and our commitment to working with you to provide the worlds more than 7 billion people with increased access to medicine will not change.
We greatly value your business and appreciate your ongoing support. We will keep you informed as appropriate, and should you have any questions, please do not hesitate to reach out to your regular Mylan contact.
Best,
[INSERT]
Forward-Looking Statements
This email contains forward-looking statements. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about 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 Pfizers, Mylans and Newcos 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, intend, continue, target 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: 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 Mylans 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 the accounting principles generally accepted in the United States of America (U.S. GAAP) and related standards, or on an adjusted basis (Non-GAAP measures); the integration of Mylan and Newco being more difficult, time consuming or costly than expected; Mylans and Upjohns 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 and Newcos capacity to bring new products to market, including but not limited to where it 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); the scope, timing and outcome of any ongoing legal proceedings and the impact of such proceedings on Mylans and Newcos consolidated financial condition, results of operations and/or cash flows; Mylans and Newcos 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; the impacts of competition; changes in the economic and financial conditions of the business of Mylan or Newco; and uncertainties and matters beyond the control of management and other factors described under Risk Factors in each of Pfizers and Mylans Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (SEC). You can access Pfizers or Mylans filings with the SEC through the SEC website at www.sec.gov or through Pfizers or Mylans website, and Pfizer and Mylan strongly encourage you to do so. Except as required by applicable law, Pfizer, Mylan or Newco undertake no obligation to update any statements herein for revisions or changes after the date of this email.
Additional Information and Where to Find It
This email 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 (the Securities Act). In connection with the proposed combination of Newco and Mylan, which will immediately follow the proposed separation of the Upjohn Business from Pfizer (the proposed transaction), Newco, Mylan and Mylan Newco intend to file relevant materials with the SEC, including a registration statement on Form S-4 that will include a proxy statement/prospectus relating to the proposed transaction. In addition, Newco expects to file a registration statement in connection with its separation from Pfizer. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MYLAN, NEWCO, MYLAN NEWCO AND THE PROPOSED TRANSACTION. A definitive proxy statement will be sent to shareholders of Mylan seeking approval of the proposed transaction. The documents relating to the proposed transaction (when they are available) can be obtained free of charge from the SECs 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, at (724) 514-1813 or investor.relations@mylan.com or from Pfizer on Pfizers internet website at https://investors.Pfizer.com/financials/sec-filings/default.aspx or by contacting Pfizers Investor Relations Department at (212) 733-2323.
Participants in the Solicitation
This email 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 Pfizer may be found in its Annual Report on Form 10-K filed with the SEC on February 28, 2019 and its definitive proxy statement and additional proxy statement relating to its 2019 Annual Meeting filed with the SEC on March 14, 2019 and on April 2, 2019, respectively, and Current Report on Form 8-K filed with the SEC on June 27, 2019. Information about the directors and executive officers of Mylan may be found in its amended Annual Report on Form 10-K filed with the SEC on April 30, 2019, and its definitive proxy statement relating to its 2019 Annual Meeting filed with the SEC on May 24, 2019. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants will also be included in the proxy statement/prospectus when it becomes available.
SUPPLIERS
Supplier Email
Subject Line : Announcement: Mylan to Combine with Upjohn
Dear [NAME],
Im reaching out to share with you an important update about Mylan. Today, we announced that Mylan will combine with Upjohn, a division of Pfizer, to create a new champion for global health that is uniquely positioned to fulfill the worlds need for medicine. Because of the transformative nature of this transaction, the new company will be renamed and rebranded upon deal close, which is anticipated to occur in mid-2020. Our press release can be found here , and a fact sheet about the transaction is available here .
With this combination we will bring together Mylans sustainable, diverse and differentiated portfolio of medicines, combined with Upjohns iconic trusted brands and leading position in China and Southeast Asia. This will create a powerful platform comprised of Mylans pipeline engine and supply chain and Upjohns commercial and medical infrastructure and expertise.
This will position us to better serve patients needs and expand our capabilities across more than 165 markets to have a transformative heath impact.
At closing, the new company will operate 51 manufacturing facilities around the world, including 11 API sites, 8 sites dedicated to complex dosage forms and 7 focused on sterile injectable products. It will manufacture a highly diverse portfolio spanning all key therapeutic areas; such as central nervous system and anesthesia, infectious disease and cardiovascular. It will include prescription medicines, biosimilars, complex generics, drug device combinations, insulins, over-the-counter medications products and biosimilars and Upjohns trusted, iconic brands including Lipitor, Celebrex and Viagra.
Until the transaction closes its business as usual and Mylan and Upjohn will continue to operate as two separate companies. Our focus on delivering high-quality products and our commitment to working around the world to provide the worlds more than 7 billion people with increased access to medicine will not change.
We greatly appreciate your partnership and ongoing support. We will keep you informed as more information becomes available, and should you have any questions, please do not hesitate to reach out to your regular Mylan contact.
Best,
[INSERT]
Forward-Looking Statements
This email contains forward-looking statements. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about 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 Pfizers, Mylans and Newcos 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, intend, continue, target 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: 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 Mylans 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 the accounting principles generally accepted in the United States of America (U.S. GAAP) and related standards, or on an adjusted basis (Non-GAAP measures); the integration of Mylan and Newco being more difficult, time consuming or costly than expected; Mylans and Upjohns 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 and Newcos capacity to bring new products to market, including but not limited to where it 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); the scope, timing and outcome of any ongoing legal proceedings and the impact of such proceedings on Mylans and Newcos consolidated financial condition, results of operations and/or cash flows; Mylans and Newcos 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; the impacts of competition; changes in the economic and financial conditions of the business of Mylan or Newco; and uncertainties and matters beyond the control of management and other factors described under Risk Factors in each of Pfizers and Mylans Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (SEC). You can access Pfizers or Mylans filings with the SEC through the SEC website at www.sec.gov or through Pfizers or Mylans website, and Pfizer and Mylan strongly encourage you to do so. Except as required by applicable law, Pfizer, Mylan or Newco undertake no obligation to update any statements herein for revisions or changes after the date of this email.
Additional Information and Where to Find It
This email 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 (the Securities Act). In connection with the proposed combination of Newco and Mylan, which will immediately follow the proposed separation of the Upjohn Business from Pfizer (the proposed transaction), Newco, Mylan and Mylan Newco intend to file relevant materials with the SEC, including a registration statement on Form S-4 that will include a proxy statement/prospectus relating to the proposed transaction. In addition, Newco expects to file a registration statement in connection with its separation from Pfizer. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MYLAN, NEWCO, MYLAN NEWCO AND THE PROPOSED TRANSACTION. A definitive proxy statement will be sent to shareholders of Mylan seeking approval of the proposed transaction. The documents relating to the proposed transaction (when they are available) can be obtained free of charge from the SECs 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, at (724) 514-1813 or investor.relations@mylan.com or from Pfizer on Pfizers internet website at https://investors.Pfizer.com/financials/sec-filings/default.aspx or by contacting Pfizers Investor Relations Department at (212) 733-2323.
Participants in the Solicitation
This email 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 Pfizer may be found in its Annual Report on Form 10-K filed with the SEC on February 28, 2019 and its definitive proxy statement and additional proxy statement relating to its 2019 Annual Meeting filed with the SEC on March 14, 2019 and on April 2, 2019, respectively, and Current Report on Form 8-K filed with the SEC on June 27, 2019. Information about the directors and executive officers of Mylan may be found in its amended Annual Report on Form 10-K filed with the SEC on April 30, 2019, and its definitive proxy statement relating to its 2019 Annual Meeting filed with the SEC on May 24, 2019. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants will also be included in the proxy statement/prospectus when it becomes available.
JV PARTNERS
JV Partner Email
Subject Line : Announcement: Mylan to Combine with Upjohn
Dear [NAME],
Im reaching out to share with you an important update about Mylan. Today, we announced that Mylan will combine with Upjohn, a division of Pfizer, to create a new champion for global health that is uniquely positioned to fulfill the worlds need for medicine. Because of the transformative nature of this transaction, the new company will be renamed and rebranded upon deal close, which is expected to occur in mid-2020. A press release and fact sheet about the transaction is available at https://www.championforglobalhealth.com .
I greatly value our business relationship and wanted to take a moment to briefly explain why bringing our two companies together makes such great sense. The new company will serve patients needs and expand our capabilities across more than 165 markets, delivering enhanced global scale and geographic reach, including leading positions in China and Southeast Asia.
With this combination we will bring together Mylans sustainable, diverse and differentiated portfolio of medicines, with Upjohns trusted, iconic brands and leading position in China and Southeast Asia. This will create a powerful platform comprising Mylans pipeline engine and supply chain and Upjohns commercial and medical infrastructure and expertise.
This will transform and accelerate our ability to serve patients needs and expand our capabilities across more than 165 markets and to have a transformative heath impact.
The new company will have a diverse portfolio across key therapeutic areas; such as central nervous system and anesthesia, infectious disease and cardiovascular. It will include prescription medicines, complex generics, over-the counter products and biosimilars and Upjohns trusted, iconic brands including Lipitor, Celebrex and Viagra.
Until the transaction closes which is anticipated in mid-2020 its business as usual and Mylan and Upjohn will continue to operate as two separate companies. Our focus on delivering high-quality products and our commitment to working around the world to provide the worlds more than 7 billion people with increased access to medicine will not change.
We greatly appreciate your continued support, and are excited about the opportunities this next chapter will create for our partnership with you. We will keep you informed as more information becomes available, and should you have any questions, please do not hesitate to reach out to [your regular Mylan contact].
Best,
[INSERT]
Forward-Looking Statements
This email contains forward-looking statements. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about 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 Pfizers, Mylans and Newcos 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, intend, continue, target 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: 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 Mylans 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 the accounting principles generally accepted in the United States of America (U.S. GAAP) and related standards, or on an adjusted basis (Non-GAAP measures); the integration of Mylan and Newco being more difficult, time consuming or costly than expected; Mylans and Upjohns 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 and Newcos capacity to bring new products to market, including but not limited to where it 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); the scope, timing and outcome of any ongoing
legal proceedings and the impact of such proceedings on Mylans and Newcos consolidated financial condition, results of operations and/or cash flows; Mylans and Newcos 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; the impacts of competition; changes in the economic and financial conditions of the business of Mylan or Newco; and uncertainties and matters beyond the control of management and other factors described under Risk Factors in each of Pfizers and Mylans Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (SEC). You can access Pfizers or Mylans filings with the SEC through the SEC website at www.sec.gov or through Pfizers or Mylans website, and Pfizer and Mylan strongly encourage you to do so. Except as required by applicable law, Pfizer, Mylan or Newco undertake no obligation to update any statements herein for revisions or changes after the date of this email.
Additional Information and Where to Find It
This email 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 (the Securities Act). In connection with the proposed combination of Newco and Mylan, which will immediately follow the proposed separation of the Upjohn Business from Pfizer (the proposed transaction), Newco, Mylan and Mylan Newco intend to file relevant materials with the SEC, including a registration statement on Form S-4 that will include a proxy statement/prospectus relating to the proposed transaction. In addition, Newco expects to file a registration statement in connection with its separation from Pfizer. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MYLAN, NEWCO, MYLAN NEWCO AND THE PROPOSED TRANSACTION. A definitive proxy statement will be sent to shareholders of Mylan seeking approval of the proposed transaction. The documents relating to the proposed transaction (when they are available) can be obtained free of charge from the SECs 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, at (724) 514-1813 or investor.relations@mylan.com or from Pfizer on Pfizers internet website at https://investors.Pfizer.com/financials/sec-filings/default.aspx or by contacting Pfizers Investor Relations Department at (212) 733-2323.
Participants in the Solicitation
This email 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 Pfizer may be found in its Annual Report on Form 10-K filed with the SEC on February 28, 2019 and its definitive proxy statement and additional proxy statement relating to its 2019 Annual Meeting filed with the SEC on March 14, 2019 and on April 2, 2019, respectively, and Current Report on Form 8-K filed with the SEC on June 27, 2019. Information about the directors and executive officers of Mylan may be found in its amended Annual Report on Form 10-K filed with the SEC on April 30, 2019, and its definitive proxy statement relating to its 2019 Annual Meeting filed with the SEC on May 24, 2019. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants will also be included in the proxy statement/prospectus when it becomes available.
GOVERNMENT
Legislator/Regulator Email
Subject Line : Announcement: Mylan to Combine with Upjohn
To [INSERT]:
I wanted to be sure you saw the attached release announcing that Mylan will combine with Upjohn, a division of Pfizer, to create a new champion for global health that is uniquely positioned to fulfill the worlds need for medicine. Because of the transformative nature of this transaction, the new company will be renamed and rebranded upon deal close, which is anticipated in mid-2020. A fact sheet is also attached for your reference.
I want to take a moment to briefly explain [to you and your boss] what this means and why bringing our two companies together makes such great sense.
[ U.S. specific message : The combined new company will be domiciled in the United States and governed by Delaware law.]
The new company will serve patients needs and expand our capabilities across more than 165 markets, delivering enhanced global scale and geographic reach, including leading positions in China and Southeast Asia. By combining these two highly complementary businesses, we will be positioned to better serve our customers around the world and to have a transformative health impact in communicable and non-communicable diseases, both in developed markets and in emerging markets.
Mylan and Upjohn will continue to operate as two separate companies until the transaction closes. For now, it remains business as usual this does not change our focus on delivering high-quality products or our commitment to working around the world to provide the worlds more than 7 billion people with increased access to medicine.
We are happy to speak with you if you have any questions, and well be sure to keep you apprised of any updates as we have more to share.
Best,
[INSERT]
Forward-Looking Statements
This email contains forward-looking statements. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about 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 Pfizers, Mylans and Newcos 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, intend, continue, target 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: 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 Mylans 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 the accounting principles generally accepted in the United States of America (U.S. GAAP) and related standards, or on an adjusted basis (Non-GAAP measures); the integration of Mylan and Newco being more difficult, time consuming or costly than expected; Mylans and Upjohns 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 and Newcos capacity to bring new products to market, including but not limited to where it 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); the scope, timing and outcome of any ongoing legal proceedings and the impact of such proceedings on Mylans and Newcos consolidated financial condition, results of operations and/or cash flows; Mylans and Newcos 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; the impacts of competition; changes in the economic and financial conditions of the business of Mylan or Newco; and uncertainties and matters beyond the control of management and other factors described under Risk Factors in each of Pfizers and Mylans Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (SEC). You can access Pfizers or Mylans filings with the SEC through the SEC website at www.sec.gov or through Pfizers or Mylans website, and Pfizer and Mylan strongly encourage you to do so. Except as required by applicable law, Pfizer, Mylan or Newco undertake no obligation to update any statements herein for revisions or changes after the date of this email.
Additional Information and Where to Find It
This email 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 (the Securities Act). In connection with the proposed combination of Newco and Mylan, which will immediately follow the proposed separation of the Upjohn Business from Pfizer (the proposed transaction), Newco, Mylan and Mylan Newco intend to file relevant materials with the SEC, including a registration statement on Form S-4 that will include a proxy statement/prospectus relating to the proposed transaction. In addition, Newco expects to file a registration statement in connection with its separation from Pfizer. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MYLAN, NEWCO, MYLAN NEWCO AND THE PROPOSED TRANSACTION. A definitive proxy statement will be sent to shareholders of Mylan seeking approval of the proposed transaction. The documents relating to the proposed transaction (when they are available) can be obtained free of charge from the SECs 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, at (724) 514-1813 or investor.relations@mylan.com or from Pfizer on Pfizers internet website at https://investors.Pfizer.com/financials/sec-filings/default.aspx or by contacting Pfizers Investor Relations Department at (212) 733-2323.
Participants in the Solicitation
This email 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 Pfizer may be found in its Annual Report on Form 10-K filed with the SEC on February 28, 2019 and its definitive proxy statement and additional proxy statement relating to its 2019 Annual Meeting filed with the SEC on March 14, 2019 and on April 2, 2019, respectively, and Current Report on Form 8-K filed with the SEC on June 27, 2019. Information about the directors and executive officers of Mylan may be found in its amended Annual Report on Form 10-K filed with the SEC on April 30, 2019, and its definitive proxy statement relating to its 2019 Annual Meeting filed with the SEC on May 24, 2019. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants will also be included in the proxy statement/prospectus when it becomes available.
Mylan and UpJohn - New Champion for Global Health
championforglobalhealth.com
Together, uniquely positioned to fulfill the worlds need for medicine.
Mylan and UpJohn - New Champion for Global Health
championforglobalhealth.com
A global health company well positioned to fulfill the worlds need for medicine
Mylan and UpJohn - New Champion for Global Health
championforglobalhealth.com
A new global healthcare company with enhanced scale and geographic reach.
Forward-Looking Statements
This communication contains forward-looking statements. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about 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 Pfizers, Mylans and Newcos 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, intend, continue, target 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: 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 Mylans 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 the accounting principles generally accepted in the United States of America (U.S. GAAP) and related standards, or on an adjusted basis (Non-GAAP measures); the integration of Mylan and Newco being more difficult, time consuming or costly than expected; Mylans and Upjohns 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 and Newcos capacity to bring new products to market, including but not limited to where it 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); the scope, timing and outcome of any ongoing legal proceedings and the impact of such proceedings on Mylans and Newcos consolidated financial condition, results of operations and/or cash flows; Mylans and Newcos 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; the impacts of competition; changes in the economic and financial conditions of the business of Mylan or Newco; and uncertainties and matters beyond the control of management and other factors described under Risk Factors in each of Pfizers and Mylans Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (SEC). You can access Pfizers or Mylans filings with the SEC through the SEC website at www.sec.gov or through Pfizers or Mylans website, and Pfizer and Mylan strongly encourage you to do so. Except as required by applicable law, Pfizer, Mylan or Newco undertake no obligation to update any statements herein for revisions or changes after the date of this communication.
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 (the Securities Act). In connection with the proposed combination of Newco and Mylan, which will immediately follow the proposed separation of the Upjohn Business from Pfizer (the proposed transaction), Newco, Mylan and Mylan Newco intend to file relevant materials with the SEC, including a registration statement on Form S-4 that will include a proxy statement/prospectus relating to the proposed transaction. In addition, Newco expects to file a registration statement in connection with its separation from Pfizer. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MYLAN, NEWCO, MYLAN NEWCO AND THE PROPOSED TRANSACTION. A definitive proxy statement will be sent to shareholders of Mylan seeking approval of the proposed transaction. The documents relating to the proposed transaction (when they are available) can be obtained free of charge from the SECs 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, at (724) 514-1813 or investor.relations@mylan.com or from Pfizer on Pfizers internet website at https://investors.Pfizer.com/financials/sec-filings/default.aspx or by contacting Pfizers Investor Relations Department at (212) 733-2323.
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 Pfizer may be found in its Annual Report on Form 10-K filed with the SEC on February 28, 2019 and its definitive proxy statement and additional proxy statement relating to its 2019 Annual Meeting filed with the SEC on March 14, 2019 and on April 2, 2019, respectively, and Current Report on Form 8-K filed with the SEC on June 27, 2019. Information about the directors and executive officers of Mylan may be found in its amended Annual Report on Form 10-K filed with the SEC on April 30, 2019, and its definitive proxy statement relating to its 2019 Annual Meeting filed with the SEC on May 24, 2019. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants will also be included in the proxy statement/prospectus when it becomes available.
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