Mylan, Pfizer get Federal Trade Commission okay for proposed Upjohn business deal

Pfizer Chairman and Chief Executive Officer Dr. Albert Bourla said, "We are pleased to have received all necessary regulatory approvals for the proposed combination of Mylan and Upjohn. We expect the new company, Viatris, will deliver value to shareholders and the global healthcare community. For Pfizer, this transaction furthers our sharpened focus on innovative medicines and breakthroughs that change patients' lives."

Upon completion of the combination, Pfizer stockholders as of the record date will own 57% of the outstanding shares of Viatris common stock, and Mylan shareholders will own 43% of the outstanding shares of Viatris common stock, in each case on a fully diluted, as-converted and as-exercised basis. The number of shares of Viatris common stock that each holder of Pfizer common stock as of the record date will receive will be determined based on the number of shares of Pfizer common stock outstanding as of the record date and the number of Mylan ordinary shares outstanding as of the trading day immediately prior to the closing date, in each case calculated on a fully diluted, as-converted and as-exercised basis.

Pfizer stockholders do not need to pay any consideration, exchange or surrender their Pfizer common stock or take any other action to receive Viatris common stock in the distribution, other than to hold Pfizer common stock as of the record date.

"Details of "when-issued" and "ex-distribution" trading, if any, in connection with the combination will be announced at a later time. The transaction remains subject to the satisfaction of other customary closing conditions. The two businesses will continue to operate as independent, separate organizations until close," the release stated.