The assets to be acquired include a portfolio of more than 100 specialty and branded generic pharmaceutical products and several patent-protected products as well as an active sales organization of 2,000 representatives in more than 40 non-U.S. markets. The units generate about $1.9 billion in annual sales from operations in Europe, Japan, Canada, Australia and New Zealand.
Terms of the deal call for Abbott to receive 105 million Mylan shares, representing a 21% ownership stake in Mylan. Abbott in a statement said it does not expect to be a long-term shareholder in Mylan, saying that it plans to over time redeploy the proceeds from the deal.
Abbott chairman and CEO Miles D. White said that the sale provides his company "with additional strategic flexibility as we continue to actively manage and shape our portfolio, reflecting our commitment to long-term, durable growth."
Post-deal Mylan would be a $10 billion-sales entity with a portfolio of more than 1,400 specialty and generic products and a global infrastructure. As part of the deal the company will be organized in the Netherlands and be called Mylan NV, though it will be led by the current Mylan management team from their headquarters in Pittsburgh.
Mylan executive chairman Robert J. Coury said that the deal follows a look at "a wide range of opportunities," saying that the deal with Abbott is his company's best move.
The deal, he said, "expands and further diversifies our business in our largest markets outside of the U.S., and clearly positions Mylan for the next phase of growth through enhanced financial flexibility and a more competitive global tax structure."
Coury said that the purchase should "create significant additional cash financial flexibility" which Mylan intends to put to use "in this continually consolidating sector." Mylan's pro forma leverage at close is expected to be about 2.3 times adjusted Ebitda.
Mylan was advised by Alan Hartman and Ercement Tokat of Centerview Partners and a Cravath, Swaine & Moore LLP team including Mark Greene, Thomas Dunn, Scott Barshay, Stephen Gordon, J. Leonard Teti II and Eric Hilfers. Abbott sought financial advice from Morgan Stanley's Michael Boublick and legal counsel from Baker & McKenzie partners Olivia Tyrrell and Craig Roeder.