Pfizer Inc and Mylan NV announce merger of Mylan with Upjohn

Netherlands-based Mylan NV and US-based Pfizer Inc have announced a definitive agreement to combine Mylan with Upjohn, Pfizer's off-patent branded and generic established medicines business, creating a new global pharmaceutical company.

Under the terms of the agreement, which is structured as an all-stock Reverse Morris Trust transaction, each Mylan share will be converted into one share of the new company.

Pfizer shareholders will own 57 per cent of the combined new company and Mylan shareholders will own 43 per cent. The boards of directors of both Mylan and Pfizer have unanimously approved the transaction, the company said late on Tuesday after market hours.

"The new company will transform and accelerate each businesses' ability to serve patients' needs and expand their capabilities across more than 165 markets by bringing together two highly complementary businesses," it said.

Mylan brings a diverse portfolio across many geographies and key therapeutic areas, such as central nervous system and anaesthesia, infectious disease and cardiovascular, as well as a robust pipeline, high-quality manufacturing and supply chain excellence.

Upjohn brings trusted, iconic brands, such as Lipitor (atorvastatin calcium), Celebrex (celecoxib) and Viagra (sildenafil), and proven commercialisation capabilities, including leadership positions in China and other emerging markets.

The transaction will allow the new company to meaningfully expand the geographic reach of Mylan's existing broad product portfolio and future pipeline -- including significant investments that have been made across complex generics and biosimilars -- into new growth markets where Upjohn has existing sales infrastructure and local market expertise.

The new company will be domiciled in the United States and incorporated in Delaware. It will operate global centres at Pittsburgh, Shanghai, and Hyderabad.