Ian Read and James Kilts offer strong
experience to support long-term value creation
Pfizer Inc. (NYSE: PFE) and Mylan N.V. (NASDAQ: MYL) today
announced that Ian Read and James Kilts will join the Viatris board
of directors upon completion of the planned combination of Mylan
N.V. and Upjohn Inc., which is expected to occur in mid-2020. The
Viatris board will oversee a company with a combined global
presence and a mission to serve the health needs of people around
the world.
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Ian Read currently serves as Pfizer’s Executive Chairman.
In his previous role, he served as Pfizer's Chairman and Chief
Executive Officer beginning in December 2011, having been named
President and Chief Executive Officer in December 2010. During his
tenure as CEO, Pfizer generated a total shareholder return of 250%,
achieved 32 FDA approvals, invested significantly in R&D, and
completed several transformational transactions to help strengthen
Pfizer’s pipeline. Ian is the lead director of the Kimberly Clark
corporation.
James Kilts, a Pfizer director since 2007, has held
numerous leadership roles in a wide range of companies. He has
previously served as Vice Chairman of The Proctor and Gamble
Company; Chairman and CEO of The Gillette Company; President and
CEO of Nabisco Group Holdings Corporation; Chairman of the Nielsen
Company B.V.; and Chairman of Big Heart Pet Brands. He currently
serves as a Director of MetLife Inc., The Simply Good Foods Company
and Unifi, Inc. and is also a Founding Partner of Centerview
Capital, a private equity firm.
Dr. Albert Bourla, Pfizer Chief Executive Officer, said, “Today,
I’m pleased to announce two of the three Pfizer-designated members
of the Viatris board – Ian Read and Jim Kilts. Ian is a highly
regarded industry veteran with a strong record of value creation
and extensive knowledge of the Upjohn business and the markets in
which both Upjohn and Mylan operate. Jim has a distinguished career
in business, serving as chief executive officer of two global
companies and establishing a successful private equity firm. Ian
and Jim are proven leaders with governance expertise and financial
acumen, which will benefit Viatris patients and shareholders in the
years to come. I sincerely thank them for their significant
contributions to Pfizer's success.”
"I'm delighted that Ian and Jim will serve on the Viatris
board,” said Mylan Chairman Robert J. Coury. “I’ve known Ian for
some time, and his overall experience and knowledge of the Upjohn
portfolio will serve Viatris well given the purpose and direction
of the new company. Jim brings extensive leadership and
transformation experience – a skillset that will be especially
relevant for Viatris as the new company continues the extensive
transformation of the legacy Mylan business and creates a new
champion for global health. Combined with other talented members
expected on our new board, Ian and Jim will help unlock the value
of our combined assets and accelerate our ability to serve the
world's changing health needs."
As previously announced, upon the completion of the transaction,
Robert J. Coury will serve as the Executive Chairman of the Viatris
board and Michael Goettler, current Group President, Upjohn, will
serve as Chief Executive Officer and board member. Also, as
previously announced, Ian Read has chosen to retire from Pfizer’s
board on December 31, 2019. James Kilts will cease being a member
of Pfizer’s board immediately upon the closing of the
transaction.
About Pfizer: Breakthroughs That Change Patients’
Lives
At Pfizer, we apply science and our global resources to bring
therapies to people that extend and significantly improve their
lives. We strive to set the standard for quality, safety and value
in the discovery, development and manufacture of health care
products, including innovative medicines and vaccines. Every day,
Pfizer colleagues work across developed and emerging markets to
advance wellness, prevention, treatments and cures that challenge
the most feared diseases of our time. Consistent with our
responsibility as one of the world's premier innovative
biopharmaceutical companies, we collaborate with health care
providers, governments and local communities to support and expand
access to reliable, affordable health care around the world. For
more than 150 years, we have worked to make a difference for all
who rely on us. We routinely post information that may be important
to investors on our website at www.Pfizer.com. In addition, to
learn more, please visit us on www.Pfizer.com and follow us on
Twitter at @Pfizer and @Pfizer News, LinkedIn, YouTube and like us
on Facebook at Facebook.com/Pfizer.
About Mylan
Mylan is a global pharmaceutical company committed to setting
new standards in healthcare. Working together around the world to
provide 7 billion people access to high quality medicine, we
innovate to satisfy unmet needs; make reliability and service
excellence a habit; do what's right, not what's easy; and impact
the future through passionate global leadership. We offer a growing
portfolio of more than 7,500 marketed products around the world,
including antiretroviral therapies on which more than 40% of people
being treated for HIV/AIDS globally depend. We market our products
in more than 165 countries and territories. We are one of the
world's largest producers of active pharmaceutical ingredients.
Every member of our approximately 35,000-strong workforce is
dedicated to creating better health for a better world, one person
at a time. Learn more at Mylan.com. We routinely post information
that may be important to investors on our website at
investor.mylan.com.
ADDITIONAL INFORMATION
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. In connection with the proposed combination of Upjohn Inc.
(“Newco”), a wholly owned subsidiary of Pfizer Inc. (“Pfizer”) and
Mylan N.V. (“Mylan”), which will immediately follow the proposed
separation of the Upjohn business (the “Upjohn Business”) from
Pfizer (the “proposed transaction”), Newco and Mylan have filed
certain materials with the Securities and Exchange Commission (the
“SEC”), including, among other materials, the Registration
Statement on Form S-4 which includes a proxy statement/prospectus
(as amended, the “Form S-4”), and Form 10 which includes an
information statement (as amended, the “Form 10”), each of which
has been filed by Newco with the SEC on October 25, 2019 and
subsequently amended. The registration statements have not yet
become effective. After the Form S-4 is effective, a definitive
proxy statement/prospectus will be sent to the Mylan shareholders
seeking approval of the proposed transaction, and after the Form 10
is effective, a definitive information statement will be made
available to the Pfizer stockholders relating to the proposed
transaction. Newco and Mylan intend to file additional relevant
materials with the SEC in connection with the proposed transaction,
including a proxy statement of Mylan in definitive form. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT MYLAN, NEWCO AND THE PROPOSED
TRANSACTION. The documents relating to the proposed transaction
(when they are available) can be obtained free of charge from the
SEC’s 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 Pfizer’s internet
website at
https://investors.Pfizer.com/financials/sec-filings/default.aspx or
by contacting Pfizer’s Investor Relations Department at (212)
733-2323, as applicable.
FORWARD LOOKING STATEMENTS
This communication contains “forward-looking statements”. 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 Pfizer’s,
Mylan’s, the Upjohn Business’s or the combined company’s 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”, “pipeline”, “intend”,
“continue”, “target”, “seek” 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 Mylan’s
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 accounting principles generally accepted in the
United States of America and related standards, or on an adjusted
basis; the integration of Mylan and Newco being more difficult,
time consuming or costly than expected; Mylan’s, the Upjohn
Business’s and the combined company’s 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; any
regulatory, legal or other impediments to Mylan’s, the Upjohn
Business’s or the combined company’s ability to bring new products
to market, including but not limited to where Mylan, the Upjohn
Business or the combined company 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”); success of clinical trials and
Mylan’s, the Upjohn Business’s or the combined company’s ability to
execute on new product opportunities; any changes in or
difficulties with Mylan’s, the Upjohn Business’s or the combined
company’s manufacturing facilities, including with respect to
remediation and restructuring activities, supply chain or inventory
or the ability to meet anticipated demand; the scope, timing and
outcome of any ongoing legal proceedings, including government
investigations, and the impact of any such proceedings on Mylan’s,
the Upjohn Business’s or the combined company’s consolidated
financial condition, results of operations and/or cash flows;
Mylan’s, the Upjohn Business’s and the combined company’s 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; actions and
decisions of healthcare and pharmaceutical regulators; the impacts
of competition; changes in the economic and financial conditions of
the Upjohn Business or the business of Mylan or the combined
company; uncertainties regarding future demand, pricing and
reimbursement for Mylan’s, the Upjohn Business’s or the combined
company’s products; and uncertainties and matters beyond the
control of management and other factors described under “Risk
Factors” in each of Pfizer’s and Mylan’s Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and other filings with the
SEC. These risks, as well as other risks associated with Mylan, the
Upjohn Business, the combined company and the proposed transaction
are also more fully discussed in the Form S-4 and the Form 10. You
can access Pfizer’s, Mylan’s or Newco’s filings with the SEC
through the SEC website at www.sec.gov or through Pfizer’s or
Mylan’s website, as applicable, and Pfizer and Mylan strongly
encourage you to do so. Except as required by applicable law,
Pfizer, Mylan and Newco undertake no obligation to update any
statements herein for revisions or changes after the date of this
communication.
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, 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. Additional information regarding the interests of
these participants can also be found in the Form S-4 and will also
be included in the definitive proxy statement of Mylan in
connection with the proposed transaction when it becomes available.
These documents (when they are available) can be obtained free of
charge from the sources indicated above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191218005190/en/
Media Relations:
Patricia Kelly
+1 (212) 733-3810
Patricia.Kelly@Pfizer.com
Christine Waller
+1 (724) 514-1968
Christine.Waller@mylan.com
Investor Relations:
Ryan Crowe +1 (212) 733-8160 Ryan.Crowe@Pfizer.com
Melissa Trombetta
+1 (724) 514-1813
Melissa.Trombetta@mylan.com
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