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DewDiligence

06/30/20 2:33 PM

#1227 RE: DewDiligence #1188

MYL shareholders overwhelmingly approve Viatris merger:

https://www.prnewswire.com/news-releases/mylan-shareholders-overwhelmingly-approve-proposed-combination-with-upjohn-301086051.html

The merger is expected to close in 4Q20.

There is no shareholder vote on the Viatris deal by PFE shareholders.

DewDiligence

10/30/20 3:56 PM

#1554 RE: DewDiligence #1188

Viatris merger will close on 11/16/20, now that all regulatory clearances have been obtained:

https://finance.yahoo.com/news/mylan-pfizer-receive-clearance-u-173900232.html

Merger recap:

• Viatris will consist of PFE’s Upjohn (branded-generics) division plus all of MYL. The new company will be domiciled in the US and will have senior management and BoD members from both PFE and MYL.

• The “new” PFE following the merger will be a “pure play” branded-biopharmaceutical company.

• Existing PFE shareholders will receive a tax-free distribution of 1 share of Viatris for each 12 shares of PFE; they will retain their existing PFE shares with a slight reduction in the cost basis for tax purposes. Via the spin-off described above, existing PFE shareholders will own a 57% equity stake in Viatris.

• MYL shares will be converted into Viatris shares on a 1:1 basis, and the transaction will be treated as a fully-taxable sale for US MYL shareholders. (Different tax treatment may apply to MYL shareholders in other countries.) MYL shareholders will own a 43% equity stake in Viatris.

• Viatris will pay “new” PFE a lump-sum $12B in cash.