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.