Mylan’s $5.3 Billion Inversion Acquisition of Abbott’s Generic Drug Business

On July 14, 2014, Mylan Inc. announced that it has entered into a definitive agreement with Abbott whereby Mylan will acquire Abbott’s non‑U.S. developed markets specialty and branded generics business in an all‑stock transaction. Upon closing, Abbott will receive 105 million shares of the combined company worth approximately $5.3 billion based on Mylan’s closing price of $50.20 on Friday, July 11, 2014, representing an approximately 21% ownership stake. Cravath represented Mylan in connection with this transaction, which has been unanimously approved by Mylan’s Board of Directors and is expected to close in the first quarter of 2015, subject to certain closing conditions, including regulatory clearances and approval by Mylan’s shareholders.

The Cravath team advising Mylan was led by partners Mark I. Greene and Thomas E. Dunn and included associates Aaron Gruber, Christopher K. Couvelier and Gregory D. Beaton on M&A matters; partners Stephen L. Gordon and J. Leonard Teti II and associate Stephen R. Severo on tax matters; partner Eric W. Hilfers and associates Jonathan J. Katz and Michelle M. Garrett on executive compensation and benefits matters; partner Christine A. Varney and associate Margaret Segall D’Amico on antitrust matters; partners William V. Fogg, Andrew J. Pitts and George E. Zobitz and associate Katerina M. Novak on finance matters; partner Matthew Morreale on environmental matters; partner David J. Kappos and practice area attorney Anthony N. Magistrale on intellectual property matters; senior attorney John Gerhard on real estate matters; and partner David M. Stuart and associate Kyle S. Gazis on FCPA matters. Summer associates Alexander E. Shiekman and Christopher J. Washington also worked on M&A matters and Erik F. Stegemiller also worked on tax matters.