8-KMaterial AgreementsExhibits & Filings

PFIZER INC 8-K Report, Material Agreement (Jun 1, 2020)

Filed June 1, 2020For Securities:PFE

Summary

Pfizer Inc. (PFE) has filed a Form 8-K detailing amendments to the business combination agreement with Mylan N.V. and the separation and distribution agreement related to the combination of Mylan and Pfizer's Upjohn business. These amendments, entered into on May 29, 2020, primarily address the timeline for the closing of this transaction. Due to ongoing regulatory reviews and delays stemming from the COVID-19 pandemic, the closing of the combination has been pushed back. The parties have agreed that the closing will not occur before October 1, 2020, and the outside date for the transaction has been extended to December 31, 2020. While Mylan's shareholder meeting to approve the transaction is scheduled for June 30, 2020, the companies now anticipate the closing to occur in the fourth quarter of 2020. Investors should monitor further updates regarding the finalization of this significant strategic combination.

Key Highlights

  • 1Pfizer and Mylan have amended their business combination and separation agreements for the merger of Mylan with Pfizer's Upjohn business.
  • 2The closing of the combination is now delayed, with no occurrence prior to October 1, 2020.
  • 3The outside date for completing the transaction has been extended to December 31, 2020.
  • 4Delays are attributed to the ongoing regulatory review process, exacerbated by the COVID-19 pandemic.
  • 5Mylan's shareholder meeting to approve the transaction is still scheduled for June 30, 2020.
  • 6The expected closing of the combination is now anticipated in the fourth quarter of 2020.

Frequently Asked Questions

The delay is primarily due to the ongoing regulatory review process and unforeseen challenges and delays caused by the COVID-19 pandemic.

The amendments stipulate that the closing of the combination shall not occur prior to October 1, 2020, unless otherwise agreed by both Mylan and Pfizer.

The outside date for the transaction has been extended to December 31, 2020.

No, Mylan's extraordinary general meeting of shareholders to approve matters related to the combination is still scheduled for June 30, 2020. However, the overall closing timeline has been extended.

Pfizer and Mylan now expect the closing of the combination to occur in the fourth quarter of 2020.