Viatris 8-K Report, Acquisition Completed (Jul 3, 2024)

On July 3, 2024, Viatris Inc. closed the previously announced transaction with Cooper Consumer Health SAS, under which Viatris divested substantially all of its over-the-counter products business and related assets and liabilities to Cooper Consumer Health and certain affiliates (the Buyer Parties).

The consideration is up to €1,950.0 million in cash on a cash-free, debt-free basis, consisting of €1,850.0 million in cash at closing, subject to adjustments for net indebtedness and net working capital, plus up to €100.0 million in contingent additional cash payable if the buyer group's shareholders achieve a 2.5x^a cash-on-cash multiple on invested capital upon a change of control or an initial public offering of the parent company. At closing, the Buyer Parties also paid €25.0 million as a partial advance toward transition services fees and costs under a transition services agreement between Viatris and Cooper Consumer Health. The Buyer Parties retained €120.0 million of the closing cash consideration in anticipation of a future sale of certain portions of the Business operated in select geographies, with proceeds to be allocated under the Transaction Agreement if and when that sale is executed.

The transaction was governed by the Transaction Agreement dated January 29, 2024, previously disclosed in an 8-K filed October 2, 2023 and amended January 30, 2024. The filing flags risks including failure to realize the total transaction value or proceeds (including from post-closing adjustments), failure to meet conditions for the contingent consideration, failure to complete the proposed divestiture of the select-geography portion, and goodwill or other impairment charges or losses related to the Transaction.