Mylan has entered into a definitive agreement to acquire Abbott’s non-US developed markets specialty and branded generics business in an all-stock transaction of $5.3bn.
Under the agreement, Abbott will carve out the assets and transfer them to a new public company, New Mylan, organised in the Netherlands.
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Following transfer of assets, Mylan will merge with a wholly owned subsidiary of New Mylan, which will become the parent company of Mylan.
Called Mylan NV, the new public company will be led by the current Mylan leadership team and headquartered in Pittsburgh.
Abbott will receive 105 million shares of New Mylan upon closing, resulting in Mylan shareholders owning approximately 79% of New Mylan and Abbott indirectly owning approximately 21% of the new company.
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Mylan is acquiring the assets on a debt-free basis, including a portfolio of more than 100 specialty and branded generic pharmaceutical products in five therapeutic areas, and include several patent protected, novel and/or hard-to-manufacture products with continued growth potential.
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By GlobalDataThe five therapeutic areas include cardio/metabolic, gastrointestinal, anti-infective/respiratory, CNS/pain and women’s and men’s health.
Mylan claims that the acquisition will instantly further diversify the company’s business and strengthen its commercial platform outside the US, building new opportunities for growth and additional sales channels in the acquired markets.
The transaction is also expected to provide Mylan with significant additional financial firepower to pursue future opportunities, an additional $600m of annual post-close EBITDA, an optimised global tax structure and enhanced balance sheet capacity.
The transaction was unanimously approved by Mylan’s board of directors. Subject to certain closing conditions, including regulatory clearances and approval by Mylan’s shareholders, the transaction is expected to close in the first quarter of 2015.
Abbott chairman and CEO Miles White said: "Mylan has the scale and breadth across critical distribution channels and a complementary portfolio that will quickly position this business for success. Mylan also shares our commitment to patients and product quality."
For Mylan, Centerview Partners served as financial advisor and Cravath, Swaine & Moore served as legal advisor in this transaction.
