Full Press Release Details
PITTSBURGH , Sept. 17, 2024 /PRNewswire/ -- Viatris Inc. (NASDAQ: VTRS , "Viatris" or the "Company") announced today the early tender results of the previously announced cash tender offer (the "Maximum Tender Offer") of its subsidiary Utah Acquisition Sub Inc. ("UAS") and that UAS has increased the maximum aggregate principal amount for the Maximum Tender Offer from up to a maximum aggregate principal amount of $450,000,000 to up to a maximum aggregate principal amount of $575,003,000 (such increased aggregate principal amount, the "Maximum Tender Cap") of its outstanding 3.950% Senior Notes due 2026 (the "Maximum Tender Offer Notes"). The terms and conditions of the Maximum Tender Offer are described in the Offer to Purchase dated September 4, 2024 (the "Offer to Purchase ").
The following table sets forth certain information regarding the Maximum Tender Offer Notes and the Maximum Tender Offer, including the aggregate principal amount of the Maximum Tender Offer Notes that were validly tendered and not validly withdrawn at or prior to 5:00 p.m. , New York City time, on September 17, 2024 (the "Early Tender Date"), as reported by Global Bondholder Services Corporation, the tender and information agent for the Maximum Tender Offer.
| Issuer and Offeror | Title of Security | CUSIP/ISIN | Principal Outstanding | Aggregate Principal Amount Tendered as of the Early Tender Date | Aggregate Principal Amount Expected to be Accepted | Proration Factor (1) |
| Utah Acquisition Sub Inc. (successor to Mylan N.V.) | 3.950% Senior Notes due 2026 | Registered Notes (CUSIP / ISIN) : 62854AAN4 / US62854AAN46 Rule 144A Notes (CUSIP / ISIN) : 62854A AD6 / US62854AAD63 Regulation S Notes (CUSIP / ISIN) : N59465AD1 / USN59465AD15 | $2,250,000,000 | $1,449,950,000 | $575,003,000 | 39.7 % |
The applicable total consideration for the Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase will be determined in the manner described in the Offer to Purchase at 10:00 a.m. , New York City time, on September 18, 2024 , unless extended or earlier terminated.
Because the aggregate principal amount of Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date exceeds the Maximum Tender Cap, UAS does not expect to accept for purchase all Maximum Tender Offer Notes that have been validly tendered and not validly withdrawn at or prior to the Early Tender Date. Rather, subject to the Maximum Tender Cap, UAS will accept for purchase Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date on a pro rata basis based on the proration factor as described in the Offer to Purchase. As a result, a holder who validly tendered and did not validly withdraw Maximum Tender Offer Notes pursuant to the Maximum Tender Offer may have all or a portion of its Maximum Tender Offer Notes returned to it.
Holders of Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date, if accepted for purchase, will be eligible to receive the total consideration, which includes an Early Tender Payment of $30 per $1,000 principal amount of Maximum Tender Offer Notes validly tendered and not validly withdrawn by such holders and accepted for purchase by UAS. Payments for Maximum Tender Offer Notes accepted for purchase will include accrued and unpaid interest from the last interest payment date for the Maximum Tender Offer Notes up to, but not including, the settlement date for the Maximum Tender Offer Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase by UAS (the "Maximum Tender Early Settlement Date"). It is anticipated that the Maximum Tender Early Settlement Date will be September 20, 2024 .
The Maximum Tender Offer will expire at 5:00 p.m. , New York City time, on October 2, 2024 (the "Maximum Tender Expiration Date"), unless extended or earlier terminated. Because the Maximum Tender Offer has been fully subscribed as of the Early Tender Date, holders who tender Maximum Tender Offer Notes after the Early Tender Date will not have any of their Maximum Tender Offer Notes accepted for purchase, unless UAS elects to increase or eliminate the Maximum Tender Cap. Any Maximum Tender Offer Notes tendered after the Early Tender Date, together with any Maximum Tender Offer Notes tendered at or prior to the Early Tender Date but not accepted for purchase by UAS, will be returned to the holders thereof as described in the Offer to Purchase , unless UAS elects to increase or eliminate the Maximum Tender Cap.
The withdrawal deadline for the Maximum Tender Offer was 5:00 p.m. , New York City time, on September 17, 2024 and has not been extended. Accordingly, previously tendered Maximum Tender Offer Notes and Maximum Tender Offer Notes tendered after such withdrawal deadline may not be withdrawn, subject to applicable law.
UAS' obligations to accept for payment and to pay for the Maximum Tender Offer Notes validly tendered and not validly withdrawn in the Maximum Tender Offer are subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase. The Maximum Tender Offer may be terminated or withdrawn in whole or terminated or withdrawn, subject to applicable law. UAS reserves the right, subject to applicable law, to: (1) waive any and all conditions to the Maximum Tender Offer, (2) extend or terminate the Maximum Tender Offer, (3) increase, decrease or eliminate the Maximum Tender Cap or (4) otherwise amend the Maximum Tender Offer in any respect.
As of September 16, 2024 , Viatris caused the indenture for the 1.650% Senior Notes due 2025 issued by Viatris (CUSIP No. 92556VAB2/ISIN US92556VAB27) to be satisfied and discharged in accordance with the terms thereof. In addition, on September 16, 2024 , Mylan Inc. ("Mylan") issued a notice of redemption for all of the outstanding 2.125% Senior Notes due 2025 issued by Mylan (ISIN XS1801129286/Common Code No. 180112928) in accordance with the terms of the applicable indenture and such redemption is expected to be completed effective as of October 16, 2024 .
UAS has retained Barclays Capital Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as lead dealer managers (collectively, the "Dealer Managers") for the Maximum Tender Offer. UAS has retained Global Bondholder Services Corporation as the tender and information agent for the Maximum Tender Offer. For additional information regarding the terms of the Maximum Tender Offer, please contact: Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect); Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-3554 (collect). Requests for documents and questions regarding the tendering of securities may be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (for banks and brokers only) or (855) 654-2015 (for all others, toll-free), by email at [email protected] or to the Dealer Managers at their respective telephone numbers. Copies of the Offer to Purchase and other documents relating to the Maximum Tender Offer may also be obtained at www.gbsc-usa.com/viatris/ .
This announcement is for information purposes only and does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Maximum Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. None of UAS, the tender and information agent, the Dealer Managers or the trustee with respect to the Maximum Tender Offer Notes, nor any of their affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their securities in response to the Maximum Tender Offer.
Forward-Looking Statements
Viatris Inc. (NASDAQ: VTRS ) is a global healthcare company uniquely positioned to bridge the traditional divide between generics and brands, combining the best of both to more holistically address healthcare needs globally. With a mission to empower people worldwide to live healthier at every stage of life, we provide access at scale, currently supplying high-quality medicines to approximately 1 billion patients around the world annually and touching all of life's moments, from birth to the end of life, acute conditions to chronic diseases. With our exceptionally extensive and diverse portfolio of medicines, a one-of-a-kind global supply chain designed to reach more people when and where they need them, and the scientific expertise to address some of the world's most enduring health challenges, access takes on deep meaning at Viatris. We are headquartered in the U.S., with global centers in Pittsburgh , Shanghai and Hyderabad , India.
SOURCE Viatris Inc.