BRIEF-Mylan says Co And Pfizer Division Upjohn To Combine

Mylan NV: * MYLAN AND UPJOHN, A DIVISION OF PFIZER, TO COMBINE, CREATING A NEW CHAMPION FOR GLOBAL HEALTH UNIQUELY POSITIONED TO FULFILL THE WORLD'S NEED FOR MEDICINE

* MYLAN NV - PFIZER SHAREHOLDERS WOULD OWN 57% OF COMBINED NEW COMPANY * MYLAN NV - ROBERT J. COURY NAMED EXECUTIVE CHAIRMAN OF NEW COMPANY; MICHAEL GOETTLER NAMED CEO AND RAJIV MALIK NAMED PRESIDENT

* MYLAN NV - UPJOHN WILL ISSUE $12 BILLION OF DEBT AT OR PRIOR TO SEPARATION, WITH GROSS DEBT PROCEEDS RETAINED BY PFIZER. * MYLAN NV - MYLAN SHAREHOLDERS WOULD OWN 43% OF COMBINED NEW COMPANY

* MYLAN NV - COMBINATION CONCLUDES WORK OF MYLAN'S STRATEGIC REVIEW COMMITTEE * MYLAN NV - NEW COMPANY WILL HAVE APPROXIMATELY $24.5 BILLION OF TOTAL DEBT OUTSTANDING AT CLOSING.

* MYLAN NV - PRO FORMA FOR SEPARATION OF UPJOHN BUSINESS, PFIZER EXPECTS TO GENERATE 2020 REVENUES OF APPROXIMATELY $40 BILLION * MYLAN NV - NEW COMPANY WILL BE DOMICILED IN U.S. AND INCORPORATED IN DELAWARE

* MYLAN NV - NEW COMPANY WILL OPERATE GLOBAL CENTERS IN PITTSBURGH, PENNSYLVANIA; SHANGHAI, CHINA, AND HYDERABAD, INDIA * MYLAN NV - UNDER AGREEMENT TERMS, STRUCTURED AS ALL-STOCK, REVERSE MORRIS TRUST TRANSACTION, EACH MYLAN SHARE WOULD BE CONVERTED INTO ONE SHARE OF NEWCO

* MYLAN NV - BOARD OF NEWCO ALSO WILL INCLUDE 8 MEMBERS DESIGNATED BY MYLAN, AND DESIGNATED BY PFIZER, FOR A TOTAL OF 13 MEMBERS * MYLAN NV - PFIZER ANTICIPATES ACHIEVING INCOME BEFORE TAX MARGINS IN MID-30S% RANGE AND OPERATING CASH FLOW OF $11 - $12 BILLION FROM DEAL

* MYLAN NV - NEW COMPANY WILL BE RENAMED AND REBRANDED AT CLOSE * MYLAN NV - BOARDS OF DIRECTORS OF BOTH MYLAN AND PFIZER HAVE UNANIMOUSLY APPROVED TRANSACTION

* MYLAN NV - NEW COMPANY EXPECTS TO ACHIEVE A RATIO OF DEBT TO ADJUSTED EBITDA OF 2.5X BY END OF 2021 * MYLAN NV - NEW COMPANY INTENDS TO INITIATE A DIVIDEND OF APPROXIMATELY 25% OF FREE CASH FLOW BEGINNING FIRST FULL QUARTER AFTER CLOSE

* MYLAN NV - KEN PARKS, CURRENTLY CFO OF MYLAN, HAS AGREED TO DEPART COMPANY AT CLOSING * MYLAN NV - HEATHER BRESCH, MYLAN'S CURRENT CEO, WILL RETIRE FROM MYLAN UPON CLOSE OF DEAL

* MYLAN NV - COMBINATION WILL BE EFFECTED THROUGH A REVERSE MORRIS TRUST * MYLAN NV - TRANSACTION IS EXPECTED TO BE TAX-FREE TO PFIZER AND PFIZER SHAREHOLDERS AND TAXABLE TO MYLAN SHAREHOLDERS

* MYLAN NV - UPJOHN IS EXPECTED TO BE SPUN OFF OR SPLIT OFF TO PFIZER'S SHAREHOLDERS AND SIMULTANEOUSLY COMBINED WITH MYLAN * MYLAN NV - BOARD OF NEW COMPANY WILL INCLUDE ITS EXECUTIVE CHAIRMAN AND ITS CEO Source text for Eikon: Further company coverage:

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