8-KLeadership ChangesAcquisitions & DispositionsExhibits & Filings

PFIZER INC 8-K Report, Acquisition Completed (Nov 20, 2020)

Filed November 20, 2020For Securities:PFE

Summary

Pfizer Inc. announced the completion of its Separation of the Upjohn Business, effectively combining it with Mylan to form Viatris. This strategic move, effective November 16, 2020, represents a significant divestiture for Pfizer, allowing it to focus on its innovative biopharmaceutical pipeline. Pfizer stockholders received approximately 0.124079 shares of Viatris common stock for each share of Pfizer common stock they held, resulting in Pfizer shareholders owning approximately 57% of Viatris post-combination. This transaction marks the end of the Upjohn business, which was focused on off-patent branded and generic medicines, under the Pfizer umbrella. The formation of Viatris is expected to create a new entity with a diversified portfolio and significant scale in the generics and biosimilars market. Investors should note that this divestiture will alter Pfizer's revenue and earnings profile, shifting its focus towards its core biopharmaceutical operations.

Key Highlights

  • 1Pfizer has completed the separation of its Upjohn Business, combining it with Mylan to form Viatris.
  • 2The transaction was effective as of November 16, 2020.
  • 3Pfizer stockholders received Viatris common stock as part of the distribution.
  • 4Pfizer shareholders will own approximately 57% of Viatris on a fully diluted basis.
  • 5Two Pfizer board members, James Kilts and W. Don Cornwell, have resigned from Pfizer's board to join the Viatris board.
  • 6Unaudited pro forma consolidated financial information related to the separation is attached as an exhibit.
  • 7This separation allows Pfizer to concentrate on its innovative biopharmaceutical portfolio.

Frequently Asked Questions

The separation of the Upjohn Business allows Pfizer to sharpen its focus on its innovative biopharmaceutical pipeline. This means Pfizer will concentrate on developing and bringing to market novel medicines, rather than managing a diversified portfolio that included off-patent brands and generics. Investors should expect Pfizer's future financial performance to be more closely tied to its R&D successes and the launch of new drugs.

Pfizer shareholders received shares of Viatris common stock. For every share of Pfizer common stock held, shareholders received approximately 0.124079 shares of Viatris. This distribution directly transferred ownership of the combined Upjohn and Mylan businesses to Pfizer's stockholders.

Viatris is the new entity formed by the combination of Pfizer's Upjohn Business and Mylan. Its focus is expected to be on providing a broad range of branded, generic, and biosimilar medicines globally. The goal is to offer increased access to affordable treatments.

Yes, Pfizer's financial reporting will change significantly. The revenue and earnings previously generated by the Upjohn Business will no longer be part of Pfizer's consolidated results. Investors will need to analyze Pfizer's performance based on its remaining innovative biopharmaceutical segments.