POTTERS BAR, England, and PITTSBURGH, March 3, 2015 /PRNewswire/ -- Mylan N.V. (NASDAQ: MYL) (the “Parent”) and Mylan Inc. (“Mylan” and, together with the Parent, the “Companies”) today announced the commencement of consent solicitations relating to Mylan’s 3.750% Cash Convertible Notes due 2015, 7.875% Senior Notes due 2020, 3.125% Senior Notes due 2023, 1.800% Senior Notes due 2016, 2.600% Senior Notes due 2018, 1.350% Senior Notes due 2016, 2.550% Senior Notes due 2019, 4.200% Senior Notes due 2023 and 5.400% Senior Notes due 2043 (collectively, the “Notes”).
As previously announced on Feb. 27, 2015, the Companies consummated the transactions contemplated by the Amended and Restated Business Transfer Agreement and Plan of Merger, dated as of Nov. 4, 2014, between and among Abbott Laboratories, an Illinois corporation (“Abbott”), Mylan, the Parent, and Moon of PA Inc., a Pennsylvania corporation, as a result of which Mylan became a wholly-owned indirect subsidiary of the Parent and the Parent acquired Abbott’s non-U.S. developed markets specialty and branded generics business. In addition, on Feb. 27, 2015, the Parent fully and unconditionally guaranteed each series of Notes.
Each consent solicitation will expire at 5:00 p.m., New York City time, on March 11, 2015, unless extended or earlier terminated with respect to a consent solicitation or the consent solicitations (an “Expiration Date”). Subject to the terms and conditions of the consent solicitations set forth in the consent solicitation statement, dated March 3, 2015, the Companies are offering to pay to each holder of Notes as of 5:00 p.m., New York City time, on March 2, 2015, a cash payment of $2.50 per $1,000 aggregate principal amount of such holder’s Notes in respect of which the holder validly delivers (and does not validly revoke) a consent prior to the Expiration Date. The Companies will not be obligated to make any payments in respect of a particular consent solicitation if the Companies do not receive the requisite consents for each series of Notes prior to the applicable Expiration Date, such consent solicitation is terminated for any reason before the applicable Expiration Date, the requisite consents with respect to such consent solicitation are not obtained prior to the applicable Expiration Date or if the other conditions to such consent solicitation are not satisfied or waived.
The proposed amendments for which consent is being sought would modify the reporting covenants set forth in the indentures governing the Notes primarily to provide that, subject to certain conditions, the reports, information and other documents required to be filed with the Securities and Exchange Commission and furnished to holders of the Notes pursuant to the indentures governing the Notes may, at the option of Mylan, be filed by and be those of any direct or indirect parent entity rather than Mylan. If approved by the holders of a majority of any particular series of Notes, the proposed amendments will be binding on all holders of such series of Notes and only holders of such series of Notes validly delivering consents (which are not validly revoked) will receive the consent payment. Consents may be revoked at any time prior to 5:00 p.m., New York City time, on March 11, 2015, as the same may be extended with respect to a consent solicitation or the consent solicitations.
For a complete statement of the terms and conditions of the consent solicitations, holders of the Notes should refer to the consent solicitation statement, dated March 3, 2015, and the related consent form. Such conditions to the consent solicitations are for the sole benefit of the Companies, and may be waived by the Companies at any time as described in the consent solicitation statement. The Companies may terminate, extend or amend all, or any, of the consent solicitations at any time.
The Solicitation Agents in connection with the consent solicitations are J.P. Morgan and BofA Merrill Lynch. Questions regarding the consent solicitations may be directed to J.P. Morgan, attention: Liability Management Group, at (866) 834-4666 (toll free) or (212) 834-4811 (collect), or BofA Merrill Lynch, attention: Liability Management Group, at (888) 292-0070 (toll free) or (980) 387-3907 (collect). D.F. King & Co., Inc. is serving as Information Agent and Tabulation Agent in connection with the consent solicitations. Requests for assistance in delivering consents or for additional copies of the consent solicitation statement should be directed to the Information Agent, attention: Krystal Scrudato, at (800) 398-1247 (toll free) or (212) 269-5550 (banks and brokers) (collect).
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities, including the Notes. The consent solicitations are being made solely by the consent solicitation statement and the related consent form and are subject to the terms and conditions stated therein. No recommendation is made, or has been authorized to be made, as to whether or not holders of a particular series of Notes should consent to the adoption of the proposed amendment pursuant to the applicable consent solicitation. The Companies reserve the right, in their sole discretion, to modify the consent solicitation statement or to terminate any or all of the consent solicitations.
The Parent is considered the successor to Mylan, and Mylan is the Parent’s indirect wholly-owned subsidiary. Mylan’s address is 1000 Mylan Boulevard, Canonsburg, Pennsylvania 15317, and its telephone number is (724) 514-1800. The Parent’s address is Albany Gate, Darkes Lane, Potters Bar, Herts EN6 1AG, United Kingdom, and the Parent’s telephone number is +44 (0) 1707-853-000.
The Companies regularly post information to www.mylan.com, including notification of events, news, financial performance, investor presentations and webcasts, SEC filings and other information regarding the Companies, their businesses and the markets they serve.
Forward-Looking Statements
This press release 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 acquisition (the “Transaction”) by the Parent of the non-U.S. developed markets specialty and branded generics business (the “Business”) of both Mylan and Abbott, benefits and synergies of the Transaction, future opportunities for the Companies and products, and any other statements regarding Mylan’s or the Parent’s statements about future opportunities for the Companies and products and any other statements regarding the Companies’ future operations, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competition and other expectations and targets for future periods. These often may 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 ability to meet expectations regarding the accounting and tax treatments of the Transaction; changes in relevant tax and other laws, including but not limited to changes in healthcare and pharmaceutical laws and regulations in the U.S. and abroad; the integration of the Business being more difficult, time-consuming, or costly than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients, or suppliers) being greater than expected following the Transaction; the retention of certain key employees of the Business being difficult; the possibility that Mylan and the Parent may be unable to achieve expected synergies and operating efficiencies in connection with the Transaction within the expected time-frames or at all and to successfully integrate the Business; expected or targeted future financial and operating performance and results; the capacity to bring new products to market, including but not limited to where the Companies use their business judgment and decide 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 the Companies’ ability to execute on new product opportunities; the scope, timing, and outcome of any ongoing legal proceedings and the impact of any such proceedings on financial condition, results of operations and/or cash flows; the ability to protect intellectual property and preserve 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 Companies’ business; the inherent challenges, risks, and costs in identifying, acquiring, and integrating complementary or strategic acquisitions of other companies, products or assets and in achieving anticipated synergies; uncertainties and matters beyond the control of management; 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; and the other risks detailed in the Companies’ filings with the SEC. You can access the Companies’ respective filings, including the Parent’s prospectus filed with the SEC on December 24, 2014, through the SEC’s website at www.sec.gov, and the Companies strongly encourage you to do so. The Companies undertake no obligation to update any statements herein for revisions or changes after the date of this press release.
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 around 1,400 generic pharmaceuticals and several brand medications. In addition, we offer a wide range of antiretroviral therapies, upon which approximately 40% of HIV/AIDS patients in developing countries depend. We also operate one of the largest active pharmaceutical ingredient manufacturers and currently market products in about 145 countries and territories. Our workforce of approximately 30,000 people is dedicated to creating better health for a better world, one person at a time. Learn more at mylan.com.
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SOURCE Mylan N.V.
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