Summary
Pfizer Inc. (PFE) has filed an 8-K report on August 6, 2020, detailing the upcoming strategic business combination between its Upjohn business and Mylan N.V. This transaction, previously announced in July 2019, involves the separation of Pfizer's Upjohn business into a new entity (Newco), followed by a distribution of Newco shares to Pfizer shareholders, and subsequently, the combination of Newco with Mylan. Pfizer shareholders are expected to hold 57% of the combined company (Newco/Mylan) after the transaction. This 8-K filing highlights the availability of the final Information Statement from Upjohn Inc. (Newco) dated August 6, 2020, which was made publicly available and is being mailed to Pfizer shareholders. The filing also includes the form of an "Important Notice Regarding the Availability of Materials." The record and distribution dates for the share distribution are yet to be determined and will be publicly announced by Pfizer's Board of Directors. The transaction remains subject to customary closing conditions, including regulatory approvals.
Key Highlights
- 1Pfizer is proceeding with the strategic combination of its Upjohn business with Mylan N.V.
- 2Pfizer shareholders will receive shares of the combined entity, Newco, and are expected to own 57% of the post-combination company.
- 3The filing announces the availability of the final Information Statement for Upjohn Inc. (Newco), dated August 6, 2020, which provides detailed information about the transaction and the new entity.
- 4Pfizer is distributing an "Important Notice Regarding the Availability of Materials" to its shareholders.
- 5The record and distribution dates for the share distribution have not yet been set and will be announced by Pfizer's Board of Directors.
- 6The transaction is contingent upon customary closing conditions, including obtaining necessary regulatory approvals.
- 7This 8-K filing is primarily for Regulation FD disclosure and is not considered 'filed' for purposes of Section 18 of the Exchange Act.