It’s official. Pfizer Inc. (NYSE: PFE) will spin off Upjohn, its off-patent branded and generic drug division, and merge it with another generic drug maker, Mylan N.V. (NASDAQ: MYL), to create a new company.
The deal is structured as an all-stock Reverse Morris Trust merger. Pfizer shareholders will own 57% of the new combined company, and Mylan’s will own 43%.
The new company is expected to have pro forma 2020 revenues of $19 billion to $20 billion, EBITDA of $7.5 billion to $8 billion, and free cash flow in excess of $4 billion.
After Upjohn issues $12 billion of debt at or prior to separation, with gross debt proceeds retained by Pfizer, the combined company will have approximately $24.5 billion of total debt outstanding at closing.
Upjohn markets 20 brands of former Pfizer blockbusters, including Celebrex, Lipitor, Norvasc, Lyrica and Viagra, in more than 120 countries.
UK-based Mylan is a global pharmaceutical company with more than 7,500 marketed products in 165 markets, including the EpiPen emergency allergy injection and antiretroviral therapies serving 40% of patients afflicted with HIV/AIDS. Its diverse portfolio covers key therapeutic areas such as central nervous system and anesthesia, infectious disease and cardiovascular. It aslo has a robust pipeline and strong manufacturing and supply chain capabilities.
Upjohn’s CEO will be the CEO of the new company, which will be renamed. Mylan’s CEO, Heather Bresch, will retire once the deal closes. The combined company will benefit from Mylan’s diverse portfolio and manufacturing/supply chain and Upjohn’s product recognition and market reach in China. Its portfolio will include prescription medicines, complex generics, over-the-counter products and biosimilars.
