PITTSBURGH, Sept. 17,
2024 /PRNewswire/ -- Viatris Inc. (NASDAQ: VTRS,
"Viatris" or the "Company") announced today the early tender
results of the previously announced cash tender offer (the "Maximum
Tender Offer") of its subsidiary Utah Acquisition Sub Inc. ("UAS")
and that UAS has increased the maximum aggregate principal amount
for the Maximum Tender Offer from up to a maximum aggregate
principal amount of $450,000,000 to
up to a maximum aggregate principal amount of $575,003,000 (such increased aggregate principal
amount, the "Maximum Tender Cap") of its outstanding 3.950% Senior
Notes due 2026 (the "Maximum Tender Offer Notes"). The terms and
conditions of the Maximum Tender Offer are described in the Offer
to Purchase dated September 4, 2024 (the "Offer to Purchase").
The following table sets forth certain information regarding the
Maximum Tender Offer Notes and the Maximum Tender Offer, including
the aggregate principal amount of the Maximum Tender Offer Notes
that were validly tendered and not validly withdrawn at or prior to
5:00 p.m., New York City time, on September 17, 2024 (the "Early Tender Date"), as
reported by Global Bondholder Services Corporation, the tender and
information agent for the Maximum Tender Offer.
Issuer and
Offeror
|
Title of
Security
|
CUSIP/ISIN
|
Principal
Outstanding
|
Aggregate
Principal Amount
Tendered as of
the Early Tender
Date
|
Aggregate
Principal Amount
Expected to be
Accepted
|
Proration
Factor(1)
|
Utah
Acquisition
Sub Inc.
(successor to
Mylan N.V.)
|
3.950%
Senior Notes
due 2026
|
Registered Notes
(CUSIP / ISIN): 62854AAN4 /
US62854AAN46
Rule 144A Notes
(CUSIP / ISIN): 62854A AD6 /
US62854AAD63
Regulation S Notes
(CUSIP / ISIN): N59465AD1 /
USN59465AD15
|
$2,250,000,000
|
$1,449,950,000
|
$575,003,000
|
39.7 %
|
|
|
|
|
|
|
(1)
|
The proration factor
has been rounded to the nearest tenth of a percentage point for
presentation purposes.
|
The applicable total consideration for the Maximum Tender Offer
Notes validly tendered and not validly withdrawn at or prior to the
Early Tender Date and accepted for purchase will be determined in
the manner described in the Offer to Purchase at 10:00
a.m., New York City time,
on September 18, 2024, unless
extended or earlier terminated.
Because the aggregate principal amount of Maximum Tender Offer
Notes validly tendered and not validly withdrawn at or prior to the
Early Tender Date exceeds the Maximum Tender Cap, UAS does not
expect to accept for purchase all Maximum Tender Offer Notes that
have been validly tendered and not validly withdrawn at or prior to
the Early Tender Date. Rather, subject to the Maximum Tender
Cap, UAS will accept for purchase Maximum Tender Offer Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Date on a pro rata basis based on the proration factor as
described in the Offer to Purchase. As a result, a holder who
validly tendered and did not validly withdraw Maximum Tender Offer
Notes pursuant to the Maximum Tender Offer may have all or a
portion of its Maximum Tender Offer Notes returned to it.
Holders of Maximum Tender Offer Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Date, if accepted
for purchase, will be eligible to receive the total consideration,
which includes an Early Tender Payment of $30 per $1,000
principal amount of Maximum Tender Offer Notes validly tendered and
not validly withdrawn by such holders and accepted for purchase by
UAS. Payments for Maximum Tender Offer Notes accepted for
purchase will include accrued and unpaid interest from the last
interest payment date for the Maximum Tender Offer Notes up to, but
not including, the settlement date for the Maximum Tender Offer
Notes that are validly tendered and not validly withdrawn at or
prior to the Early Tender Date and accepted for purchase by UAS
(the "Maximum Tender Early Settlement Date"). It is
anticipated that the Maximum Tender Early Settlement Date will be
September 20, 2024.
The Maximum Tender Offer will expire at 5:00 p.m., New York
City time, on October 2, 2024
(the "Maximum Tender Expiration Date"), unless extended or earlier
terminated. Because the Maximum Tender Offer has been fully
subscribed as of the Early Tender Date, holders who tender Maximum
Tender Offer Notes after the Early Tender Date will not have any of
their Maximum Tender Offer Notes accepted for purchase, unless UAS
elects to increase or eliminate the Maximum Tender Cap. Any
Maximum Tender Offer Notes tendered after the Early Tender Date,
together with any Maximum Tender Offer Notes tendered at or prior
to the Early Tender Date but not accepted for purchase by UAS, will
be returned to the holders thereof as described in the Offer to
Purchase, unless UAS elects to
increase or eliminate the Maximum Tender Cap.
The withdrawal deadline for the Maximum Tender Offer was
5:00 p.m., New York City time, on September 17, 2024 and has not been
extended. Accordingly, previously tendered Maximum Tender
Offer Notes and Maximum Tender Offer Notes tendered after such
withdrawal deadline may not be withdrawn, subject to applicable
law.
UAS' obligations to accept for payment and to pay for the
Maximum Tender Offer Notes validly tendered and not validly
withdrawn in the Maximum Tender Offer are subject to the
satisfaction or waiver of a number of conditions described in the
Offer to Purchase. The Maximum Tender Offer may be terminated
or withdrawn in whole or terminated or withdrawn, subject to
applicable law. UAS reserves the right, subject to applicable
law, to: (1) waive any and all conditions to the Maximum Tender
Offer, (2) extend or terminate the Maximum Tender Offer, (3)
increase, decrease or eliminate the Maximum Tender Cap or (4)
otherwise amend the Maximum Tender Offer in any respect.
As of September 16, 2024, Viatris
caused the indenture for the 1.650% Senior Notes due 2025 issued by
Viatris (CUSIP No. 92556VAB2/ISIN US92556VAB27) to be satisfied and
discharged in accordance with the terms thereof. In addition, on
September 16, 2024, Mylan Inc.
("Mylan") issued a notice of redemption for all of the outstanding
2.125% Senior Notes due 2025 issued by Mylan (ISIN
XS1801129286/Common Code No. 180112928) in accordance with the
terms of the applicable indenture and such redemption is expected
to be completed effective as of October 16,
2024.
UAS has retained Barclays Capital Inc., Citigroup Global Markets
Inc. and J.P. Morgan Securities LLC as lead dealer managers
(collectively, the "Dealer Managers") for the Maximum Tender
Offer. UAS has retained Global Bondholder Services
Corporation as the tender and information agent for the Maximum
Tender Offer. For additional information regarding the terms
of the Maximum Tender Offer, please contact: Barclays Capital Inc.
at (800) 438-3242 (toll-free) or (212) 528-7581 (collect);
Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or
(212) 723-6106 (collect) or J.P. Morgan Securities LLC at (866)
834-4666 (toll-free) or (212) 834-3554 (collect). Requests for
documents and questions regarding the tendering of securities may
be directed to Global Bondholder Services Corporation by telephone
at (212) 430-3774 (for banks and brokers only) or (855) 654-2015
(for all others, toll-free), by email at contact@gbsc-usa.com or to
the Dealer Managers at their respective telephone numbers. Copies
of the Offer to Purchase and other
documents relating to the Maximum Tender Offer may also be obtained
at www.gbsc-usa.com/viatris/.
This announcement is for information purposes only and does not
constitute an offer to sell, a solicitation to buy or an offer to
purchase or sell any securities. The Maximum Tender Offer is
being made only pursuant to the Offer to Purchase and only in such jurisdictions as is
permitted under applicable law. None of UAS, the tender and
information agent, the Dealer Managers or the trustee with respect
to the Maximum Tender Offer Notes, nor any of their affiliates,
makes any recommendation as to whether holders should tender or
refrain from tendering all or any portion of their securities in
response to the Maximum Tender Offer.
Forward-Looking Statements
This 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, those
relating to expiration dates for the Maximum Tender Offer and
settlement dates. Forward-looking statements may often be
identified by the use of words such as "will", "may", "could",
"should", "would", "project", "believe", "anticipate", "expect",
"plan", "estimate", "forecast", "potential", "pipeline", "intend",
"continue", "target", "seek" 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 possibility that
the Company may not realize the intended benefits of, or achieve
the intended goals or outlooks with respect to, its strategic
initiatives (including divestitures, acquisitions, or other
potential transactions) or move up the value chain by focusing on
more complex and innovative products to build a more durable higher
margin portfolio; the possibility that the Company may be unable to
achieve intended or expected benefits, goals, outlooks, synergies,
growth opportunities and operating efficiencies in connection with
divestitures, acquisitions, other transactions, or restructuring
programs, within the expected timeframes or at all; with respect to
divestitures, failure to realize the total transaction values or
proceeds, including as a result of any purchase price adjustment or
a failure to achieve any conditions to the payment of any
contingent consideration; goodwill or impairment charges or other
losses, including but not limited to related to the divestiture or
sale of businesses or assets; the Company's failure to achieve
expected or targeted future financial and operating performance and
results; the potential impact of public health outbreaks, epidemics
and pandemics; actions and decisions of healthcare and
pharmaceutical regulators; changes in relevant laws, regulations
and policies and/or the application or implementation thereof,
including but not limited to tax, healthcare and pharmaceutical
laws, regulations and policies globally (including the impact of
recent and potential tax reform in the U.S. and pharmaceutical
product pricing policies in China); the ability to attract, motivate and
retain key personnel; the Company's liquidity, capital resources
and ability to obtain financing; any regulatory, legal or other
impediments to the Company's ability to bring new products to
market, including but not limited to "at-risk launches"; success of
clinical trials and the Company's or its partners' ability to
execute on new product opportunities and develop, manufacture and
commercialize products; any changes in or difficulties with the
Company's manufacturing facilities, including with respect to
inspections, remediation and restructuring activities, supply chain
or inventory or the ability to meet anticipated demand; the scope,
timing and outcome of any ongoing legal proceedings, including
government inquiries or investigations, and the impact of any such
proceedings on the Company; any significant breach of data security
or data privacy or disruptions to our IT systems; risks associated
with having significant operations globally; the ability to protect
intellectual property and preserve intellectual property rights;
changes in third-party relationships; the effect of any changes in
the Company's or its partners' customer and supplier relationships
and customer purchasing patterns, including customer loss and
business disruption being greater than expected following an
acquisition or divestiture; the impacts of competition, including
decreases in sales or revenues as a result of the loss of market
exclusivity for certain products; changes in the economic and
financial conditions of the Company or its partners; uncertainties
regarding future demand, pricing and reimbursement for the
Company's products; uncertainties and matters beyond the control of
management, including but not limited to general political and
economic conditions, inflation rates and global exchange rates; 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 U.S. GAAP and
related standards or on an adjusted basis. For more detailed
information on the risks and uncertainties associated with Viatris,
see the risks described in Part I, Item 1A of the Company's Annual
Report on Form 10-K for the year ended December 31, 2023, as amended, and our other
filings with the SEC. You can access Viatris' filings with the SEC
through the SEC website at www.sec.gov or through our website, and
Viatris strongly encourages you to do so.
About Viatris
Viatris Inc. (NASDAQ: VTRS) is a global healthcare company
uniquely positioned to bridge the traditional divide between
generics and brands, combining the best of both to more
holistically address healthcare needs globally. With a mission to
empower people worldwide to live healthier at every stage of life,
we provide access at scale, currently supplying high-quality
medicines to approximately 1 billion patients around the world
annually and touching all of life's moments, from birth to the end
of life, acute conditions to chronic diseases. With our
exceptionally extensive and diverse portfolio of medicines, a
one-of-a-kind global supply chain designed to reach more people
when and where they need them, and the scientific expertise to
address some of the world's most enduring health challenges, access
takes on deep meaning at Viatris. We are headquartered in the U.S.,
with global centers in Pittsburgh,
Shanghai and Hyderabad, India.
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SOURCE Viatris Inc.