Viatris Announces Cash Tender Offers for Certain Outstanding Notes
Any and All of the Outstanding Securities Listed Below (collectively, the "Any and All Notes")
Issuer |
Title of |
CUSIP / ISIN / |
Principal |
Maturity |
Benchmark |
Fixed |
Bloomberg |
Viatris |
1.650% |
CUSIP / ISIN:
92556VAB2 / |
|
|
2.875% |
25bps |
FIT3 |
|
2.125% |
ISIN / Common
XS1801129286 / |
€500,000,000 |
|
BUBILL 0% |
30bps |
FIT GEACT |
Up to
of the Outstanding Securities Listed Below
("Maximum Tender Offer Notes")
Issuer |
Title of |
CUSIP/ISIN |
Principal |
Maturity |
Benchmark |
Fixed |
Early |
Bloomberg |
(successor |
3.950% |
Registered Notes
62854AAN4 /
Rule 144A Notes
62854A AD6 /
Regulation S Notes
N59465AD1 / |
|
June |
4.125% |
50bps |
|
FIT4 |
________________________ |
|
(a) |
The offer with respect to the Maximum Tender Offer Notes is to purchase up to |
(b) |
Per |
(c) |
The Total Consideration for Maximum Tender Offer Notes validly tendered prior to or at the Early Tender Date (as defined below) and accepted for purchase is calculated using the fixed spread and is inclusive of the Early Tender Payment. |
The Any and All Tender Offers will expire at
The Maximum Tender Offer will expire at
Any Maximum Tender Offer Notes validly tendered in the Maximum Tender Offer and accepted for purchase will be accepted for purchase by the Offeror subject to the Maximum Tender Cap and therefore may be subject to proration (provided that all Maximum Tender Offer Notes tendered prior to or at the Early Tender Date will have priority over Maximum Tender Offer Notes tendered after the Early Tender Date). Subject to applicable law, the Offeror may increase, decrease or eliminate the Maximum Tender Cap, in any case, at any time and in its sole discretion.
The applicable consideration (the "Total Consideration") payable for each
The Total Consideration payable for each
In addition to the Total Consideration, the Offerors will also pay accrued and unpaid interest on the Securities purchased up to, but not including, the applicable settlement date. The settlement date for the Any and All Tender Offers will occur promptly after the Guaranteed Delivery Expiration Date (as defined in the Offer to Purchase) and is expected to be
Any and All Notes tendered pursuant to the Any and All Tender Offers may be withdrawn prior to or at, but not after,
After the applicable Withdrawal Deadline, you may not withdraw your tendered Securities unless the applicable Offeror amends the applicable Tender Offer in a manner that is materially adverse to the tendering holders, in which case withdrawal rights may be extended as such Offeror determines, to the extent required by law (as determined by such Offeror), as appropriate to allow tendering holders a reasonable opportunity to respond to such amendment. Additionally, the Offerors, as applicable and in their sole discretion, may extend a Withdrawal Deadline for any purpose. If a custodian bank, broker, dealer, commercial bank, trust company or other nominee holds your Securities, such nominee may have an earlier deadline or deadlines for receiving instructions for submissions and withdrawals of Securities.
To the extent that less than all of the outstanding Viatris Notes and Mylan Notes are tendered and accepted for purchase in the Tender Offers, the Company and Mylan, respectively and as applicable, currently intend to (but are not obligated to) cause the applicable indenture corresponding to the Viatris Notes to be satisfied and discharged in accordance with the terms thereof and solely with respect to the Viatris Notes and redeem any remaining Mylan Notes in accordance with the terms of the applicable indenture corresponding to the Mylan Notes.
The Tender Offers are being made pursuant to an Offer to Purchase, dated
The Offerors' obligation to accept for payment and to pay for the Securities validly tendered in the Tender Offers is subject to the satisfaction or waiver by the applicable Offeror of a number of conditions described in the Offer to Purchase. The Tender Offers may be terminated or withdrawn in whole or terminated or withdrawn with respect to any series of the Securities, subject to applicable law. The Offerors reserve the right, subject to applicable law, to (1) waive any and all conditions to the Tender Offers, (2) extend or terminate any of the Tender Offers, (3) increase, decrease or eliminate the Maximum Tender Cap, if applicable, or (4) otherwise amend any of the Tender Offers in any respect.
The Offerors have retained
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 Tender Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. None of the Offerors, the tender and information agent, the Dealer Managers or the trustees with respect to the Securities, 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 Tender Offers.
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 expected timing of pricing of the Tender Offers, expiration dates for the Tender Offers, Withdrawal Deadlines 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
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