MORGANTOWN — Mylan and Pfizer jointly announced on Friday that they have agreed to U.S. Federal Trade Commission antitrust conditions, clearing the last antitrust hurdle for Mylan’s planned merger with Pfizer’s Upjohn subsidiary into Viatris.
They also announced the date for the merger to close.
The companies said they have accepted a proposed consent order from the FTC, which concludes the FTC’s review of the proposed combination. The FTC is requiring the companies to divest certain products, financial media reported.
The combination will be effected through a Reverse Morris Trust transaction, they said, in which Upjohn will be spun off to Pfizer’s stockholders by way of a pro rata distribution and immediately thereafter combined with Mylan.
Pfizer has set the close of business on Nov. 13 as the record date for the proposed spin-off. The combination is expected to close on Nov. 16, at which time the combined company will be renamed Viatris.
Future Viatris Executive Chairman and current Mylan Executive Chairman, Robert J. Coury, said, “Today’s approval represents the final significant milestone towards the creation of Viatris and the realization of Mylan’s and Upjohn’s shared vision for the future of healthcare. We are focused on taking the final steps to close our transaction and look forward to unlocking the true value of our combined company for shareholders, employees, partners, patients and customers around the world.”
I would like to thank our current and future colleagues, as well as Pfizer’s leadership team, who have worked tirelessly to help pave the way for Viatris’ first day – Nov. 16.”
As previously reported, upon completion of the combination, Pfizer stockholders will own 57% of the outstanding shares of Viatris common stock, and Mylan shareholders will own 43%.
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, the companies said.
The business news site Seeking Alpha reported that the FTC required the companies to divest certain drugs, citing harm to competition in 10 generic drug markets, seven in the U.S. by reducing the number of suppliers and three where the merger would delay or eliminate a likely entrant thereby reducing the likelihood of price decreases, the agency is requiring product divestment. The divested drugs will continue to be manufactured by Pfizer and Mylan’s current suppliers.
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