The US Federal Trade Commission (FTC) has granted conditional approval for Dutch pharma company Mylan’s acquisition of Upjohn, the off-patent branded and generic established medicines business of Pfizer.
The deal was announced in July 2019 with an objective to create a new global pharma company through the merger of Mylan and Upjohn, which will be spun out by Pfizer.
As per the FTC, Pfizer and Mylan agreed to sell assets and will comply with other conditions to settle its charges that the proposed merger will impact current or future competition across 10 generic drug markets.
To address the competition issues, the parties agreed to sell to Prasco the rights and assets associated with Upjohn’s phenytoin chewable tablets, amlodipine besylate/atorvastatin calcium tablets, gatifloxacin ophthalmic solution, prazosin HCl capsules, spironolactone HCTZ tablets, and medroxyprogesterone acetate injectable solution.
The FTC said that the parties should also sell the rights and assets associated with Mylan’s eplerenone tablets.
Upjohn includes Pfizer’s authorized generic business – Greenstone. The new entity created between Pfizer and Mylan will be called Viatris.
Pfizer will get $12 billion from Viatris as partial consideration for the spin-off of Upjohn.
Robert J. Coury – the future Viatris Executive Chairman and current Mylan Executive Chairman 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.”
As per the terms of the all-stock, each of Mylan shares will be converted into one share of Viatris. Pfizer’s shareholders will hold a stake of 57% of Viatris, while Mylan’s shareholders will hold the remaining 43% stake.
Dr. Albert Bourla – Pfizer Chairman and CEO said: “We are pleased to have received all necessary regulatory approvals for the proposed combination of Mylan and Upjohn.
“We expect the new company, Viatris, will deliver value to shareholders and the global healthcare community. For Pfizer, this transaction furthers our sharpened focus on innovative medicines and breakthroughs that change patients’ lives.”
The merger of Mylan and Upjohn continues to be subject to the meeting of other customary closing conditions.