PITTSBURGH, Jan. 29, 2015 /PRNewswire/ -- Mylan Inc.
(Nasdaq: MYL) announced that at a Special Meeting of Shareholders
held Jan. 29, 2015, Mylan's
shareholders overwhelmingly approved the agreement implementing
Mylan's pending acquisition of Abbott's (NYSE: ABT) non-U.S. developed
markets specialty and branded generics business and reorganization
in the Netherlands in an all-stock
transaction. The agreement implementing the transaction received
the approval of approximately 98% of the votes cast and the
advisory vote on the proposal regarding certain compensation
matters related to the transaction received the approval of
approximately 82% of the votes cast.
As previously announced, upon closing of the transaction,
Abbott will transfer its non-U.S.
developed markets specialty and branded generics business to a new
public company organized in the
Netherlands ("New Mylan"). Immediately following the
transfer, Mylan will merge with a wholly owned subsidiary of New
Mylan, and New Mylan will become the parent company of Mylan. The
new public company will be called Mylan N.V. and will be led by the
current Mylan leadership team. Under the terms of the transaction
agreement, Abbott will receive 110
million shares of New Mylan upon closing, resulting in Mylan
shareholders owning approximately 78% of New Mylan and Abbott owning approximately 22% of New Mylan.
New Mylan's shares will trade on Nasdaq under Mylan's current
ticker symbol, MYL.
Mylan also announced that, earlier this week, it received
clearance from the European Commission (EC) under the European
Union Merger Regulation for this transaction.
The closing of the transaction remains subject to the
satisfaction or waiver of certain conditions under the transaction
agreement. Mylan continues to expect the transaction to close in
the first quarter of 2015.
Mylan Executive Chairman Robert J.
Coury said, "We appreciate our shareholders' overwhelming
support of this transaction, which is expected to be immediately
and significantly accretive, further diversify Mylan's business,
strengthen our commercial platform outside the United States and enhance our financial
flexibility. We look forward to taking the final steps toward
closing this transaction, seamlessly integrating this business with
Mylan, and realizing the value inherent from the combination."
Private Securities Litigation Reform Act of 1995 — A Caution
Concerning 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 proposed acquisition (the
"Transaction") by New Mylan of both Mylan and Abbott Laboratories'
non-U.S. developed markets specialty and branded generics business
(the "Business"), the expected timetable for completing the
Transaction, benefits and synergies of the Transaction, future
opportunities for New Mylan and products and any other statements
regarding New Mylan's, Mylan's and the Business's future
operations, anticipated business levels, future earnings, planned
activities, anticipated growth, market opportunities, strategies,
competition, and other expectations and targets for future periods.
These may often 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 and the timing and consummation of the Transaction;
changes in relevant tax and other laws; the ability to consummate
the Transaction; the conditions to the consummation of the
Transaction; 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 New Mylan 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 (prior to or after consummation of the Transaction) to
bring new products to market, including but not limited to where
Mylan or New Mylan uses its business judgment and decides 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"); 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 business of Mylan, New Mylan, or
the 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; and 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. For more detailed
information on the risks and uncertainties associated with Mylan's
business activities, see the risks described in Mylan's Annual
Report on Form 10-K for the year ended December 31, 2013, as
updated by Mylan's Current Report on Form 8-K filed on August 6, 2014, Mylan's Quarterly Report on Form
10-Q for the period ended June 30,
2014, Mylan's Quarterly Report on Form 10-Q for the period
ended September 30, 2014, and its
other filings with the Securities and Exchange Commission (the
"SEC"). These risks, as well as other risks associated with Mylan,
New Mylan, the Business and the Transaction are also more fully
discussed in the Registration Statement on Form S-4 that New Moon
B.V. (referred to herein as New Mylan) filed with the SEC on
November 5, 2014, as amended on
December 9, 2014, and as further
amended on December 23, 2014, and in
the proxy statement Mylan filed with the SEC on December 24, 2014, as well as the prospectus New
Mylan filed with the SEC on December 24,
2014. You can access Mylan and New Mylan's filings with the
SEC through the SEC website at www.sec.gov, and Mylan strongly
encourages you to do so. Mylan undertakes 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 health care. 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 more than 1,300 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 approximately 140 countries and
territories. Our workforce of more than 25,000 people is dedicated
to improving the customer experience and increasing pharmaceutical
access to consumers around the world. But don't take our word for
it. For more information, visit mylan.com
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SOURCE Mylan Inc.