Filed by Abbott Laboratories
(Commission File No: 1-2189)
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Mylan Inc.
(Commission File No: 1-9114)
On July 14, 2014, the following message from Michael J. Warmuth, Executive Vice President of Establish Pharmaceuticals of Abbott Laboratories (“Abbott”), was sent by electronic mail to the employees of the branded generics pharmaceuticals business of Abbott and its subsidiaries.
Subject: Two Successful Paths for our Future
Dear Colleague,
By now you’ve seen the big announcement we’ve just made, regarding the sale of our Developed Markets business to Mylan. I’d like to offer some more detail from the EPD perspective.
First, I want to acknowledge that we’re announcing another large change following a number of transitions we’ve all experienced over the past several years. Indeed, in our fast-evolving industry, managing change has become the new normal and part of everyday business. Earlier this year we revised our internal theme to “Transforming Now to Fuel Our Future” to reflect our need to adapt to, and even get ahead of, these changes to ensure the best future for our business. I believe that this announcement is completely in line with this philosophy and sets both Developed and Emerging Markets up well for their next steps.
Our colleagues in Developed Markets have made great strides in the past year and I want to thank them for these efforts. Our strategy to align our internal organizational structure into businesses more focused on developed and emerging markets was on target, and their excellent work, under the leadership of Jean-Yves Pavée, was making real progress and moving us in the right direction. But the road ahead was still a very long one, and would have kept both our Developed and Emerging Markets businesses from achieving their goals as quickly and efficiently as they will be able to with this transaction. This move is good for both of our businesses going forward, putting them on successful paths for their futures.
Now, this transaction won’t close until early next year. In the meantime, we have a lot of work to do, and we have commitments to honor. First and foremost, patients around the world are counting on us to continue producing and delivering the quality products they rely on. We also need to deliver on our plan for 2014. There will be a dedicated team working through the details of the transition. It’s imperative that the rest of EPD remain focused on ongoing work, goals and priorities. This is critical for the sake of both businesses. We want our Developed Markets team to join Mylan as a high-performing unit that will be recognized as a great enhancement to their business. And, of course, we need to keep building our ongoing EPD business consistent with our ambitions. As Miles made clear, branded generics remain core to Abbott’s growth strategy.
EPD leadership will be meeting soon and will keep you informed as this process moves forward; and you’ll be hearing from Mylan leadership when the time is right. As you’ll see, they’re a strong organization that shares our commitment to patients and high performance. Mylan will be a good home to our developed markets business, and will accelerate its success. We’ll keep you informed as this process moves forward.
Clearly, I second Miles’ sentiment that this is a difficult decision. We’ve worked hard to build the Developed Markets business for future growth. It was the success of those efforts that make this business attractive to Mylan. I will personally miss so many colleagues from this great group. But I’m happy to know that they’ll be joining an excellent company that will help strengthen their business — and that our resulting EPD will also be better able to compete, succeed, and build a great future.
Thanks and best regards,
A copy of the press release announcing the transaction can be found on Abbott’s investor relations website at www.abbott.com/investors.html.
For Immediate Release
Abbott to Sell its Developed Markets Branded Generics Pharmaceuticals Business to Mylan
Abbott will retain its branded generics pharmaceuticals business in emerging markets
Transaction expected to positively impact Abbott’s sales and ongoing earnings-per-share growth rates
ABBOTT PARK, Ill., July 14, 2014 — Abbott announced today that it will sell its developed markets branded generics pharmaceuticals business to Mylan for equity ownership of a newly formed entity that will combine Mylan’s existing business and Abbott’s developed markets pharmaceuticals business, and will be a publicly traded company. This represents a value of approximately $5.3 billion based on Mylan’s closing stock price on Friday. The developed markets portion of this business generated approximately $2 billion in sales in 2013. Abbott will retain its branded generics pharmaceuticals business and products in emerging markets. Abbott also retains its other businesses and products in developed markets.
“This transaction provides Abbott with additional strategic flexibility as we continue to actively manage and shape our portfolio, reflecting our commitment to long-term, durable growth,” said Miles D. White, chairman and chief executive officer, Abbott. “Our branded generics pharmaceuticals business will focus on emerging markets, where demographic changes and increasing access to healthcare are expected to drive sustainable growth.”
Abbott’s Branded Generics Pharmaceuticals Business
Following the closing of the transaction, Abbott’s branded generics pharmaceuticals business will focus in emerging geographies where demographics and growing healthcare systems are combining to create an increased rate of patient access to healthcare and where the majority of healthcare products are paid for by the consumer. The branded generics business that will remain with Abbott generated 2013 sales of $2.9 billion and is expected to have a sales growth rate in the upper-single to double digits.
Transaction Details and Financial Terms
Under the terms of the agreement, Abbott will sell its developed markets branded generics pharmaceuticals business to Mylan for 105 million shares or approximately 21 percent, on a fully diluted basis, of a newly formed entity that will combine Mylan’s existing business and Abbott’s developed markets pharmaceuticals business, and will be a publicly traded company.
The business to be sold operates in Europe, Japan, Canada, Australia and New Zealand and includes approximately 3,800 employees. It includes a broad portfolio of medicines, as well as manufacturing facilities in France and Japan. Abbott will retain its product portfolio and manufacturing facilities in other geographies as well as its manufacturing facilities in the Netherlands, Germany and Canada.
Following the transaction, which is expected to close in the first quarter of 2015, Abbott expects that its sales growth rate will be 100 basis points higher, and the growth rate of its ongoing net income will be in excess of 200 basis points higher. The ongoing net income associated with Abbott’s developed markets pharmaceuticals business is expected to be approximately $0.22 per share in 2015. Accordingly, Abbott’s ongoing earnings per share from continuing operations is expected to be lower following the close of this transaction by this amount.
Abbott does not expect to be a long-term shareholder in Mylan and plans ultimately to redeploy the net proceeds from this transaction to opportunities that would be accretive to earnings over time.
In May, Abbott announced the acquisition of the Latin American pharmaceutical company CFR Pharmaceuticals, which is expected to be approximately $0.07 accretive to Abbott’s ongoing earnings per share in 2015.
Abbott expects to report its developed markets branded generics pharmaceuticals business as Discontinued Operations beginning in the third quarter 2014.
Morgan Stanley advised Abbott on the transaction.
Abbott Conference Call
Abbott will conduct a special conference call today at 8:30 a.m. Central time (9:30 a.m. Eastern time) to provide an overview of the transaction. A live webcast will be accessible through Abbott’s Investor Relations web site at www.abbott.com/investors.html.
About Abbott
Abbott is a global healthcare company devoted to improving life through the development of products and technologies that span the breadth of healthcare. With a portfolio of leading,
science-based offerings in diagnostics, medical devices, nutritionals and branded generic pharmaceuticals, Abbott serves people in more than 150 countries and employs approximately 69,000 people.
Visit Abbott at www.abbott.com, and connect with us on Twitter at @AbbottNews.
Cautionary Statements Regarding Forward-Looking Information
This communication contains forward-looking statements that are based on management’s current expectations, estimates and projections. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecasts,” variations of these words and similar expressions are intended to identify these forward-looking statements. Certain factors, including but not limited to those identified under “Item 1A. Risk Factors” in the Annual Report of Abbott Laboratories (“Abbott”) on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 21, 2014, as subsequently amended, may cause actual results to differ materially from current expectations, estimates, projections, forecasts and from past results. These forward-looking statements may also include statements regarding the proposed transaction (the “Transaction”) between Abbott and Mylan Inc. (“Mylan”), including the expected timing of completion of the Transaction and anticipated future financial and operating performance and results. These statements are based on the current expectations of management of Abbott. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These risks and uncertainties include (i) the risk that the companies may be unable to obtain regulatory approvals required for the Transaction, or that required regulatory approvals may delay the Transaction or result in the imposition of conditions that could cause the companies to abandon the Transaction, (ii) the risk that the stockholders of Mylan may not approve the Transaction, (iii) the risk that the conditions to the closing of the Transaction may not be satisfied, (iv) the risk that a material adverse change, event or occurrence may affect Abbott and Mylan prior to the closing of the Transaction and may delay the Transaction or cause the companies to abandon the Transaction, (v) the possibility that the Transaction may involve unexpected costs, liabilities or delays, (vi) the risk that the businesses of the companies may suffer as a result of uncertainty surrounding the Transaction, and (vii) the risk that disruptions from the Transaction will harm relationships with customers, employees and suppliers. No assurance can be made that any expectation, estimate or projection contained in a forward-looking statement will be achieved or will not be affected by the factors cited above or other future events.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. Abbott does not undertake, and expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events or changes in expectations, except as required by law.
Additional Information and Where to Find it In connection with the proposed Transaction, a newly-formed Netherlands public limited liability company (“New Mylan”) will file with the SEC a registration statement that includes a preliminary prospectus regarding the Transaction and Mylan will file with the SEC a proxy statement with respect to a special meeting of its shareholders to be convened to approve the Transaction. The definitive proxy statement/prospectus will be mailed to the shareholders of Mylan. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ABBOTT’S
DEVELOPED MARKETS PHARMACEUTICALS BUSINESS, MYLAN AND THE TRANSACTION.
Investors will be able to obtain these materials, when they are available, and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov. In addition, copies of the registration statement and proxy statement, when they become available, may be obtained free of charge by accessing Mylan’s website at www.mylan.com/investors or by writing Mylan at 1000 Mylan Boulevard, Canonsburg, Pennsylvania 15317, Attention: Investor Relations. Investors may also read and copy any reports, statements and other information filed by Abbott and Mylan with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.
Participants in the Merger Solicitation
Mylan and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the Transaction. Information regarding Mylan’s directors and executive officers is available in its proxy statement filed with the SEC by Mylan on March 10, 2014, in connection with its 2014 annual meeting of shareholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Non-Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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