Pfizer Upjohn concludes merger with Mylan to create Viatris

Pfizer Chairman and Chief Executive Officer Dr. Albert Bourla said, "We are proud to have completed the combination of Upjohn and Mylan to create Viatris and pleased to have delivered value to our shareholders through this transaction. I want to express my gratitude to our Upjohn colleagues for their dedication in helping us achieve this milestone. Looking ahead at the new Pfizer, we believe our pipeline has never been stronger, and we are energized and inspired to continue developing breakthrough treatments and delivering innovative, life-changing medicines to patients around the world."

Under the terms of the transaction, which was structured as an all-stock Reverse Morris Trust, Upjohn Inc. was spun off to Pfizer stockholders by way of a pro rata distribution and immediately thereafter combined with Mylan. The combined company was renamed "Viatris" in connection with the closing. In the distribution, Pfizer stockholders received approximately 0.124079 shares of Viatris common stock for every one share of Pfizer common stock held as of the close of business on the record date (which was November 13, 2020). In addition to the Viatris shares received in the distribution, Pfizer stockholders retained as of the closing the same number of shares of Pfizer common stock as they held immediately prior to the transaction. As of the closing of the combination, Pfizer stockholders owned approximately 57% of the outstanding shares of Viatris common stock, and 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.

Pfizer has not updated any components of the 2020 financial guidance provided in its third quarter earnings release, issued on October 28, 2020. As noted in that earnings release, the total company guidance included full-year contributions from Upjohn; in light of the distribution of the Upjohn business and its combination with Mylan to form Viatris in mid-November 2020, the 2020 financial guidance overstates expected total company results.

Following the distribution of the Upjohn business and its combination with Mylan to form Viatris, historical contributions from the Upjohn business will be treated as a discontinued operation. Pfizer intends to provide its initial 2021 financial guidance in conjunction with its fourth quarter 2020 earnings release, consistent with past practice. As previously announced, Pfizer will retain its Meridian business while the Japan generics collaboration with Mylan will become a part of Viatris following closing, subject to receipt of the required regulatory approval and other customary closing conditions.