Purchase Price Restructured to Hold Back $250 Million Contingent Upon Satisfaction of Certain Regulatory Conditions
Mylan Board of Directors Sets April 11, 2014 as Date for Annual Meeting of Shareholders
PITTSBURGH, Dec. 4, 2013 /PRNewswire/ — Mylan Inc. (Nasdaq: MYL) today announced that it has completed the acquisition of the Agila injectables businesses from Strides Arcolab Limited (BSE: 532531, NSE: STAR) for up to $1.75 billion, which includes $250 million in contingent consideration. Since the initial announcement of this acquisition, the final transaction terms have been restructured to include provisions such as a hold back, or contingent consideration, of $250 million of the potential $1.75 billion total purchase price, which will be payable in whole or in part to Strides upon satisfaction of certain regulatory conditions, and an enhanced escrow arrangement to fund any potential regulatory remediation costs.
Separately and coincident with the closing of the Agila transaction, a number of key commercial enhancements have taken place that will reduce Agila’s historic, long-term reliance on a business-to-business model and increase value to Mylan. These changes unlock commercial rights and economics in many of Mylan’s key growth markets and improve the long-term commercial profile of Agila for Mylan. Some of these key changes include regaining full commercialization rights for most of Agila’s U.S. portfolio, both marketed and pipeline products, including all oncolytics, and regaining significant product rights in Canada, Australia, Brazil, Japan and South Korea.
Mylan CEO Heather Bresch commented, “The acquisition of Agila will create a global injectables leader, expanding and strengthening Mylan’s existing injectables platform and portfolio, and providing Mylan entry into exciting, new geographic markets. We believe we can generate significant growth from this business as we maximize the capabilities of this platform and accelerate the many untapped opportunities we see ahead.”
Mylan President Rajiv Malik added, “The acquisition of Agila transforms Mylan into a global powerhouse in injectables research and development (R&D) and manufacturing, with four dedicated state-of-the-art R&D facilities staffed by more than 400 scientists and 13 dedicated manufacturing sites across six countries, and capabilities across all key technologies and product areas. Through this transaction, Mylan also has significantly expanded its injectable product portfolio, pipeline and capabilities, and today has more than 1,200 approved injectable products globally and more than 900 injectable products pending global approvals. Mylan expects to launch more than 800 injectable products through 2018, with approximately 150 of those in the U.S., across a broad range of therapeutic categories and delivery systems.
“Commercially, the combination strengthens Mylan’s existing platform in developed markets, such as the U.S., where Mylan can now offer customers an even more comprehensive portfolio of high quality products. Unlocking commercial rights and economics in many of Mylan’s key growth markets will provide us with additional opportunities to maximize these portfolios. Further, we have accelerated our expansion into key rest-of-world markets, including Brazil, India and Southeast Asia.”
Mylan also announced that its board of directors has set Friday, April 11, 2014 as the date for its Annual Meeting of Shareholders.
Mylan Executive Chairman Robert J. Coury commented: “We are very excited to welcome Agila’s employees to Mylan. It is clear that the Agila team brings to Mylan a true passion for their business and a strong work ethic, and we are confident they will contribute significantly to our future. I believe that, together, we will be able to integrate our businesses seamlessly and efficiently, and we are hitting the ground running with this process. Additionally, as we plan for 2014 and the integration of this business, we are pleased to have set the date for our Annual Shareholders’ Meeting, which will take place on April 11, 2014.”
This press release includes statements that constitute “forward-looking statements,” including with regard to the Company’s future operations, its anticipated business levels, future earnings, planned activities, anticipated growth, and other expectations and targets for future periods. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and often may be identified by the use of words such as “may,” “believe,” “anticipate,” “expect,” “plan,” “estimate,” “target” and variations of these words or comparable words. 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: challenges, risks and costs inherent in business integrations and in achieving anticipated synergies; the effect of any changes in customer and supplier relationships and customer purchasing patterns; regulatory compliance status; the ability to attract and retain key personnel; changes in third-party relationships; the impacts of competition; changes in economic and financial conditions of the Company’s business; 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 GAAP and related standards or on an adjusted basis. These forward-looking statements should be considered in connection with any subsequent written or oral forward-looking statements that may be made by the Company or by persons acting on its behalf and in conjunction with its periodic SEC filings. In addition, please refer to the cautionary note on forward-looking statements and risk factors set forth in the Company’s Report on Form 10-K, for the year ended Dec. 31, 2012, and in its other filings with the SEC. The Company undertakes no obligation to update statements herein for revisions or changes after the date of this 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 1,200 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 20,000 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. See for yourself. See inside. mylan.com
SOURCE Mylan Inc.