Viatris’ Acquisitions of Oyster Point and Famy Life Sciences

On November 7, 2022, Viatris Inc. (“Viatris”), a global healthcare company, announced it intends to create an ophthalmology franchise by acquiring Oyster Point Pharma (“Oyster Point”) and Famy Life Sciences.

Under the terms of a definitive agreement, Viatris has agreed to acquire Oyster Point for $11 per share in cash upfront through a tender offer. In addition, each Oyster Point stockholder will receive one non‑tradeable contingent value right, representing up to an additional $2 per share contingent upon Oyster Point’s achieving certain metrics based on full year 2022 performance. Viatris also expects to acquire Famy Life Sciences, which has a complementary ophthalmology portfolio. Together, the two acquisitions have an aggregate purchase price of approximately $700‑$750 million which Viatris expects to fund with cash on hand. Cravath is representing Viatris in connection with both transactions.

The Cravath team representing Viatris in its acquisition of Oyster Point is led by partners Mark I. Greene and Andrew M. Wark and includes associate Christopher P. Davis and foreign associate attorney Matteo Sica Fiorillo on M&A matters; partner Jonathan J. Katz and associates Anna Mikaelyan and Molly E. Nichols on executive compensation and benefits matters; partner J. Leonard Teti II, senior attorney Kiran Sheffrin and associate Christopher M. Winters on tax matters; partner Margaret T. Segall and practice area attorney Nicole M. Peles on regulatory matters; partner David J. Kappos and associate Carys J. Webb on intellectual property matters; and partner Matthew Morreale on environmental matters.

The Cravath team representing Viatris in its acquisition of Famy Life Sciences is led by partners Mark I. Greene and Andrew M. Wark and includes associates Maria Ricaurte and Steven Wang on M&A matters; partner Jonathan J. Katz and associates Christopher C. Gonnella and Molly E. Nichols on executive compensation and benefits matters; partner J. Leonard Teti II, senior attorney Kiran Sheffrin and associate Sonia Katharani‑Khan on tax matters; partner Margaret T. Segall and practice area attorney Nicole M. Peles on regulatory matters; partner David J. Kappos and associate Carys J. Webb on intellectual property matters; and partner Matthew Morreale on environmental matters. Brian E. Weinrib also worked on M&A matters.