Form 425 PFIZER INC Filed by: PFIZER INC
Filed by Pfizer Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934, as amended
Subject Company: Pfizer Inc.
(Commission File No. 001-03619)
The following communications are being filed in connection with the proposed business combination between Mylan N.V. and Upjohn, Pfizer Inc.s off-patent branded and generic established medicines business
The following tweet was posted by Albert Bourla (@AlbertBourla), Chief Executive Officer of Pfizer Inc., on Twitter on July 29, 2019.
AlbertBourla@AlbertBourla
Its an exciting day here at @Pfizer. We reported solid second-quarter 2019 financial results and announced that our Upjohn business will combine with Mylan to create a new company uniquely positioned to fulfill the worlds evolving medicine needs.
The following tweet was posted by Albert Bourla (@AlbertBourla), Chief Executive Officer of Pfizer Inc., on Twitter on July 29, 2019.
AlbertBourla@AlbertBourla
Pfizer has agreed to combine Upjohn, our off-patent branded and generic business, with Mylan, creating a new champion for global heath - one poised to bring world-class medicines to patients across a wide range of therapeutic areas. https://www.pfizer.com/news/hot-topics/a_new_champion_for_global_health
The following tweet was posted by Albert Bourla (@AlbertBourla), Chief Executive Officer of Pfizer Inc., on Twitter on July 29, 2019.
AlbertBourla@AlbertBourla
Todays announcement reflects our sharpened focus on innovative medicines and will strengthen our ability to fulfill our purpose: Breakthroughs that change patients lives. https://www.pfizer.com/news/hot-topics/a_new_champion_for_global_health
The following tweet was posted by Albert Bourla (@AlbertBourla), Chief Executive Officer of Pfizer Inc., on Twitter on July 29, 2019.
AlbertBourla@AlbertBourla
Congratulations to Michael Goettler on being named CEO of the combined company. Having worked closely with him for many years Ill be sorry to see him leave Pfizer, but I know he is the right person to help it seize the opportunity that lies ahead. https://www.pfizer.com/news/hot-topics/a_new_champion_for_global_health
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about the proposed transaction, the expected timetable for completing the proposed transaction, the benefits and synergies of the proposed transaction, future opportunities for the combined company and products and any other statements regarding Pfizers, Mylans and Upjohns future operations, financial or operating results, capital allocation, dividend policy, debt ratio, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competitions, and other expectations and targets for future periods. Forward-looking statements may often be identified by the use of words such as will, may, could, should, would, project, believe, anticipate, expect, plan, estimate, forecast, potential, intend, continue, target and variations of these words or comparable words. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: the parties ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; changes in relevant tax and other laws; the parties ability to consummate the proposed transaction; the conditions to the completion of the proposed transaction, including receipt of approval of Mylans shareholders, not being satisfied or waived on the anticipated timeframe or at all; the regulatory approvals required for the proposed transaction not being obtained on the terms expected or on the anticipated schedule or at all; inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements and the providing of estimates of financial measures, in accordance with the accounting principles generally accepted in the United States of America (U.S. GAAP) and related standards, or on an adjusted basis (Non-GAAP measures); the integration of Mylan and Upjohn being more difficult, time consuming or costly than expected; Mylans and Upjohns failure to achieve expected or targeted future financial and operating performance and results; the possibility that the combined company may be unable to achieve expected benefits, synergies and operating efficiencies in connection with the proposed transaction within the expected time frames or at all or to successfully integrate Mylan and Upjohn; customer loss and business disruption being greater than expected following the proposed transaction; the retention of key employees being more difficult following the proposed transaction; Mylan and Upjohns capacity to bring new products to market, including but not limited to where it uses its business judgment and decides to manufacture, market and/or sell products directly or through third parties, notwithstanding the fact that allegations of patent infringement(s) have not been finally resolved by the courts (i.e., an at-risk launch); the scope, timing and outcome of any ongoing legal proceedings and the impact of such proceedings on Mylans and Upjohns consolidated financial condition, results of operations and/or cash flows; Mylans and Upjohns ability to protect their respective intellectual property and preserve their respective intellectual property rights; the effect of any changes in customer and supplier relationships and customer purchasing patterns; the ability to attract and retain key personnel; changes in third-party relationships; the impacts of competition; changes in the economic and financial conditions of the business of Mylan or Upjohn; and uncertainties and matters beyond the control of management and other factors described under Risk Factors in each of Pfizers and Mylans Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the SEC. You can access Pfizers or Mylans filings with the SEC through the SEC website at www.sec.gov or through Pfizers or Mylans website, and Pfizer and Mylan strongly encourage you to do so. Except as required by applicable law, Pfizer, Mylan or Upjohn undertake no obligation to update any statements herein for revisions or changes after the date of this communication.
Additional Information and Where to Find It
This release shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the Securities Act). In connection with the proposed combination of Upjohn Inc. (Upjohn), a wholly owned subsidiary of Pfizer Inc. (Pfizer) and Mylan N.V. (Mylan), which will immediately follow the proposed separation of Upjohn from Pfizer (the proposed transaction), Upjohn, Mylan and Mylan I B.V., a wholly owned subsidiary of Mylan, (Mylan Newco) intend to file relevant materials with the Securities and Exchange Commission (SEC), including a registration statement on Form S-4 that will include a proxy statement/prospectus relating to the proposed transaction. In addition, Upjohn expects to file a registration statement in connection with its separation from Pfizer. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MYLAN, UPJOHN, MYLAN NEWCO AND THE PROPOSED TRANSACTION. A definitive proxy statement will be sent to shareholders of Mylan seeking approval of the proposed transaction. The documents relating to the proposed transaction (when they are available) can be obtained free of charge from the SECs website at www.sec.gov. These documents (when they are available) can also be obtained free of charge from Mylan, upon written request to Mylan, at (724) 514-1813 or [email protected] or from Pfizer on Pfizers internet website at https://investors.Pfizer.com/financials/sec-filings/default.aspx or by contacting Pfizers Investor Relations Department at (212) 733-2323.
Participants in the Solicitation
This release is not a solicitation of a proxy from any investor or security holder. However, Pfizer, Mylan, Upjohn and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of Pfizer may be found in its Annual Report on Form 10-K filed with the SEC on February 28, 2019, its definitive proxy statement and additional proxy statement relating to its 2019 Annual Meeting filed with the SEC on March 14, 2019 and on April 2, 2019, respectively, and Current Report on Form 8-K filed with the SEC on June 27, 2019. Information about the directors and executive officers of Mylan may be found in its amended Annual Report on Form 10-K filed with the SEC on April 30, 2019, and its definitive proxy statement relating to its 2019 Annual Meeting filed with the SEC on May 24, 2019. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants will also be included in the proxy statement/prospectus when it becomes available.