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Mylan To Acquire Abbott's Non-U.S. Developed Markets Specialty And Branded Generics Business In An All-Stock Transaction
Date:7/14/2014

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The transaction is expected to be immediately and significantly accretive to Mylan, with expected year one adjusted diluted EPS accretion of approximately $0.25, increasing thereafter through 2018. The combination is expected to deliver in excess of $200 million in pre-tax operational efficiencies by the end of year three post-close.

Mylan's pro forma leverage at close is expected to be approximately 2.3x debt-to-adjusted EBITDA, substantially below current levels, giving the company ample financial flexibility to pursue future opportunities. Strong cash flow generation will further enhance Mylan's balance sheet and financial flexibility and create additional shareholder value. Finally, the transaction is expected to lower Mylan's tax rate to approximately 20-21% in the first full year, and to the high teens thereafter, enhancing the company's competitiveness.

Mylan believes this transaction gives it the potential to accelerate its previously stated financial targets for 2018, including at least $6.00 in adjusted diluted EPS.ii

Transaction Structure

Abbott will carve out the Assets and transfer them to a new public company ("New Mylan") organized in the Netherlands. Immediately following the transfer, Mylan will merge with a wholly owned subsidiary of New Mylan, and New Mylan will become the parent company of Mylan. The new public company will be called Mylan N.V. and will be led by the current Mylan leadership team and headquartered in Pittsburgh.

Under the terms of the transaction agreement, Abbott will receive 105 million shares of New Mylan upon closing, resulting in Mylan shareholders owning approximately 79% of New Mylan and Abbott'/>"/>

SOURCE Mylan Inc.
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