HERTFORDSHIRE, England and
PITTSBURGH, May 31, 2016 /PRNewswire/ -- Mylan N.V.
(NASDAQ, TASE: MYL) today announced the pricing of a private
placement of $6.5 billion
aggregate principal amount of senior notes, comprised of
$1.0 billion aggregate principal
amount of 2.50% senior notes due 2019 at an issue price of 99.888%,
$2.25 billion aggregate principal
amount of 3.15% senior notes due 2021 at an issue price of 99.884%,
$2.25 billion aggregate principal
amount of 3.95% senior notes due 2026 at an issue price of 99.231%
and $1.0 billion aggregate principal
amount of 5.25% senior notes due 2046 at an issue price of 99.984%.
Mylan intends to use the net proceeds from the offering of notes to
finance its previously announced public offer (the "Offer") to
acquire all of the outstanding shares of Meda AB (publ.) (the "Meda
Acquisition"), to repay, prepay, redeem or otherwise refinance its
or any of its subsidiaries' indebtedness (including that of Meda
and its subsidiaries) (the "Refinancing") and to pay costs
associated with the Meda Acquisition and the Refinancing, including
non-periodic fees, costs and expenses, stamp registration and other
taxes. Upon completion of the offering of the notes, Mylan intends
to reduce the commitments under its Bridge Credit Agreement, dated
as of Feb. 10, 2016, in an amount
equal to the aggregate net proceeds from the offering of the notes.
Subject to customary closing conditions, the sale of the notes is
expected to close on or about June 9,
2016.
The notes will be sold only to qualified institutional buyers in
the United States in reliance on
Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), and outside the United
States to non-U.S. persons in reliance on Regulation S under
the Securities Act. The proposed issuance of the notes will not be
registered under the Securities Act, and may not be offered or sold
in the United States absent
registration or an applicable exemption from registration
requirements.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, any securities, nor shall there be
any sale of securities mentioned in this press release in any state
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state.
FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements"
relating to the consummation of the offering described above and
the anticipated use of proceeds therefrom. Consummation of the
offering is subject to a number of conditions, some of which are
beyond Mylan's control. Therefore, no assurance can be given that
the offering will be consummated on the terms described or at all,
or that the proceeds will be able to be deployed as indicated.
The forward-looking statements in this release may also include,
without limitation, statements about Mylan's intention to use the
net proceeds from the offering of notes to finance the Meda
Acquisition and the Refinancing and to pay costs associated with
the Meda Acquisition and the Refinancing, and that upon
completion of the offering of the notes, Mylan intends to reduce
the commitments under its Bridge Credit Agreement, dated as of
February 10, 2016, in an amount equal
to the aggregate net proceeds from the offering of the notes.
These statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Because
such 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: uncertainties related to the Meda Acquisition,
including as to the timing of the Meda Acquisition, uncertainties
as to whether Mylan will be able to complete the Meda Acquisition,
the possibility that competing offers will be made, the possibility
that certain conditions to the completion of the Offer will not be
satisfied, and the possibility that Mylan will be unable to obtain
regulatory approvals for the Meda Acquisition or be required, as a
condition to obtaining regulatory approvals, to accept conditions
that could reduce the anticipated benefits of the Meda Acquisition;
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 impact of
competition; changes in the economic and financial conditions of
the businesses of Mylan, Meda or the combined company; 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 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, 2015, as amended,
its Quarterly Report on Form 10-Q for the three months ended
March 31, 2016 and its other filings
with the Securities and Exchange Commission ("SEC"). These risks
and uncertainties also include those risks and uncertainties that
are discussed in the offer document that has been filed with the
Swedish Financial Supervisory Authority ("SFSA") and will be
published by Mylan upon approval by the SFSA (the "Offer
Document"), the Registration Statement on Form S-4 filed with the
SEC on April 11, 2016 (as amended
from time to time, the "Registration Statement") and the EU
Prospectus that has been filed with the Netherlands Authority for
the Financial Markets ("AFM") and will be published by Mylan upon
approval by the AFM (the "EU Prospectus"). You can access 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 release.
ADDITIONAL INFORMATION
In connection with the Offer, the Offer Document has been filed
with the SFSA and will be published by Mylan upon approval by the
SFSA. In addition, Mylan has filed certain materials with the SEC,
including, among other materials, the Registration Statement. The
EU Prospectus has been filed with the AFM and will be published by
Mylan upon approval by the AFM. This release is not intended to be,
and is not, a substitute for such documents or for any other
document that Mylan may file with the SFSA, the SEC, the AFM or any
other competent EU authority in connection with the Offer. This
release contains advertising materials (reclame-uitingen) in
connection with the Offer as referred to in Section 5:20 of
the Dutch Financial Supervision Act (Wet op het financieel
toezicht). INVESTORS AND SECURITYHOLDERS OF MEDA IN SWEDEN AND INVESTORS AND SECURITYHOLDERS OF
MEDA IN THE EUROPEAN ECONOMIC AREA BUT OUTSIDE OF SWEDEN ARE URGED TO READ THE OFFER DOCUMENT
THAT IS APPROVED BY THE SFSA AND ANY SUPPLEMENT THERETO, OR THE EU
PROSPECTUS THAT IS APPROVED BY THE AFM AND ANY SUPPLEMENT THERETO,
AS APPLICABLE, CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING AN
INVESTMENT DECISION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT MYLAN, MEDA AND THE OFFER. INVESTORS AND SECURITYHOLDERS OF
MEDA OUTSIDE THE EUROPEAN ECONOMIC AREA ARE URGED TO READ ANY
DOCUMENTS FILED WITH THE SFSA, THE SEC AND THE AFM OR ANY OTHER
COMPETENT EU AUTHORITY CAREFULLY AND IN THEIR ENTIRETY (IF AND WHEN
THEY BECOME AVAILABLE) BEFORE MAKING AN INVESTMENT DECISION BECAUSE
THEY WILL EACH CONTAIN IMPORTANT INFORMATION ABOUT MYLAN, MEDA AND
THE OFFER. Such documents are or upon publication will be available
free of charge through the website maintained by the SEC at
www.sec.gov, on Mylan's website at medatransaction.mylan.com or, to
the extent filed with the AFM, through the website maintained by
the AFM at www.afm.nl, or by directing a request to Mylan at +1
724-514-1813 or investor.relations@mylan.com. Any materials filed
by Mylan with the SFSA, the SEC, the AFM or any other competent EU
authority that are required to be mailed to Meda shareholders will
also be mailed to such shareholders. A copy of this communication
will be available free of charge at the following website:
medatransaction.mylan.com.
FURTHER INFORMATION
The Offer is not being made to persons whose participation in
the Offer requires that an additional offer document be prepared or
registration effected or that any other measures be taken in
addition to those required under Swedish law (including the Swedish
Takeover Rules), Dutch law and U.S. law.
The distribution of this communication and any related Offer
documentation in certain jurisdictions may be restricted or
affected by the laws of such jurisdictions. Accordingly, copies of
this communication are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from any such
jurisdiction. Therefore, persons who receive this communication
(including, without limitation, nominees, trustees and custodians)
and are subject to the laws of any such jurisdiction will need to
inform themselves about, and observe, any applicable restrictions
or requirements. Any failure to do so may constitute a violation of
the securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, Mylan disclaims any responsibility or
liability for the violations of any such restrictions by any
person.
The Offer is not being made, and this communication may not be
distributed, directly or indirectly, in or into, nor will any
tender of shares be accepted from or on behalf of holders in, any
jurisdiction in which the making of the Offer, the distribution of
this communication or the acceptance of any tender of shares would
contravene applicable laws or regulations or require further offer
documents, filings or other measures in addition to those required
under Swedish law (including the Swedish Takeover Rules), Dutch law
and U.S. law.
The acceptance period for the Offer has not commenced.
ABOUT MYLAN
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 more than 1,400 generic and branded pharmaceuticals,
including antiretroviral therapies on which approximately 50% of
people being treated for HIV/AIDS in the developing world depend.
We market our products in approximately 165 countries and
territories. Our global R&D and manufacturing platform includes
more than 50 facilities, and we are one of the world's largest
producers of active pharmaceutical ingredients. Every member of our
nearly 35,000-strong workforce 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