Mylan to Acquire Abbott's Non-US Developed Markets Specialty and Branded Generics Business in an All-Stock Transaction

Mylan Inc. has entered into a definitive agreement with Abbott whereby Mylan will acquire Abbott's non-US developed markets specialty and branded generics business ("the Assets") in an all-stock transaction. Upon closing, Abbott will receive 105 million shares of the combined company worth approximately $5.3 billion based on Mylan's closing price of $50.20 on Friday 11 July 2014, representing an approximately 21% ownership stake.

The transaction will instantly further diversify Mylan's business and strengthen its commercial platform outside the US, building new opportunities for growth and additional sales channels in the acquired markets. It also is expected to provide Mylan with significant additional financial firepower to pursue future opportunities, an additional $600 million of annual post-close EBITDA, an optimized global tax structure and enhanced balance sheet capacity.

The Assets, which are being acquired on a debt-free basis, include an attractive portfolio of more than 100 specialty and branded generic pharmaceutical products in five major therapeutic areas (cardio/metabolic, gastrointestinal, anti-infective/respiratory, CNS/pain and women's and men's health) and include several patent protected, novel and/or hard-to-manufacture products with continued growth potential. With a strong presence in Europe, Japan, Canada, Australia and New Zealand, the Assets are expected to provide approximately $1.9 billion in annual additional revenues at deal close. The business includes an active sales organization of approximately 2000 representatives in more than 40 non-US markets, as well as two high-quality manufacturing facilities.

Following the transaction, Mylan expects to have approximately $10 billioni in pro forma 2014 sales, adjusted EBITDA of approximately $3 billion at transaction close, an attractive and diverse portfolio of more than 1400 specialty and generic products, an enhanced global commercial infrastructure, and an expanded high-quality manufacturing platform.

Mylan Executive Chairman Robert J. Coury commented: "We have been actively looking at a wide range of opportunities, and the acquisition of this business is absolutely the right next strategic transaction for Mylan as it builds on our strong momentum, expands and further diversifies our business in our largest markets outside of the US, and clearly positions Mylan for the next phase of growth through enhanced financial flexibility and a more competitive global tax structure. In addition to maximizing our growth drivers, the transaction is expected to be immediately and significantly accretive, and to create significant additional cash financial flexibility at close, which we fully intend to put to use to fund future opportunities in this continually consolidating sector. The numerous strategic and financial benefits of this transaction will allow Mylan to potentially accelerate achievement of our long-term financial targets to the benefit of our shareholders."

"Mylan is the right organization for our developed markets branded generics business," said Miles D. White, Chairman and Chief Executive Officer of Abbott. "Mylan has the scale and breadth across critical distribution channels and a complementary portfolio that will quickly position this business for success. Mylan also shares our commitment to patients and product quality."