Full Press Release Details
PITTSBURGH , Sept. 10, 2024 /PRNewswire/ -- Viatris Inc. (NASDAQ: VTRS , "Viatris" or the "Company") announced today the pricing terms of the previously announced cash tender offers (the "Any and All Tender Offers" and each, an "Any and All Tender Offer") of Viatris and its subsidiary Mylan Inc. ("Mylan" and, together with Viatris, the "Offerors" and each, an "Offeror") for any and all of the outstanding 1.650% Senior Notes due 2025 issued by Viatris (the "Viatris Notes") and any and all of the outstanding 2.125% Senior Notes due 2025 issued by Mylan (the "Mylan Notes" and, together with the Viatris Notes, the "Any and All Notes"). The terms and conditions of the Any and All Tender Offers are described in the Offer to Purchase, dated September 4, 2024 (the "Offer to Purchase"). The Any and All Tender Offers are scheduled to expire at 5:00 p.m. , New York City time, today, September 10, 2024 , unless extended or earlier terminated.
The Reference Yield, Repurchase Yield and Total Consideration (each as defined more fully in the Offer to Purchase) with respect to each Any and All Tender Offer are detailed in the table below.
| Issuer and Offeror | Title of Security | CUSIP / ISIN / Common Code | Principal Outstanding | Benchmark | Reference Yield | Fixed Spread (basis points) | Repurchase Yield | Total Consideration (1) |
| Viatris Inc. (f/k/a Upjohn Inc.) | 1.650% Senior Notes due 2025 | CUSIP / ISIN: 92556VAB2 / US92556VAB27 | $750,000,000 | 2.875% UST due 6/15/2025 | 4.397 % | 25bps | 4.647 % | $977.66 |
| Mylan Inc. | 2.125% Senior Notes due 2025 | ISIN / Common Code Number : XS1801129286 / 180112928 | €500,000,000 | BUBILL 0% 8/20/2025 | 2.698 % | 30bps | 2.998 % | €994.12 |
Upon consummation of each Any and All Tender Offer, the applicable Offeror will pay the Total Consideration (as shown in the table above) for each $1,000 principal amount of Viatris Notes or €1,000 principal amount of Mylan Notes, as applicable, in each case validly tendered and accepted for payment, plus accrued and unpaid interest up to, but not including the settlement date for such Any and All Tender Offers (expected to be September 16 , 2024). The applicable Total Consideration was calculated in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified in the table above plus the applicable yield based on the bid-side price of the U.S. Treasury reference security or Bund reference security specified in the table above, as applicable, at 10:00 a.m. , New York City time, on September 10, 2024 .
The Offerors' respective obligations to accept for payment and to pay for the Any and All Notes validly tendered in the Any and All Tender Offers are subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase. Either Any and All Tender Offer may be terminated or withdrawn in whole, subject to applicable law. Each Offeror reserves the right, subject to applicable law, to (1) waive any and all conditions to the applicable Any and All Tender Offer, (2) extend or terminate the applicable Any and All Tender Offer, or (3) otherwise amend the applicable Any and All Tender Offer in any respect.
The Offerors have retained Barclays Capital Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as lead dealer managers for the Any and All Tender Offer of the Viatris Notes and Barclays Bank PLC, Citigroup Global Markets Inc. and J.P. Morgan Securities plc as lead dealer managers for the Any and All Tender Offer of the Mylan Notes (collectively, the "Dealer Managers"). The Offerors have retained Global Bondholder Services Corporation as the tender and information agent for the Any and All Tender Offers. For additional information regarding the terms of the Any and All Tender Offer of the Viatris Notes, 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). For additional information regarding the terms of the Any and All Tender Offer of the Mylan Notes, please contact: Barclays Bank PLC at + 44 20 3134 8515; Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or J.P. Morgan Securities plc at +44 20 7134 2468 (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 Any and All Tender Offers (including the Notice of Guaranteed Delivery) 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 Any and All Tender Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. None of the Offerors, the tender and information agent, the Dealer Managers or the trustees with respect to the applicable series of Any and All 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 Any and All Notes in response to the Any and All Tender Offers.
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.