October 02, 2023
On October 1, 2023, Viatris Inc. (“Viatris”), a global healthcare company, announced it has received an offer for the divestiture of substantially all of its Over-the-Counter (“OTC”) business, and has entered into definitive agreements to divest its Women’s Healthcare business, its Active Pharmaceutical Ingredient (“API”) business in India and commercialization rights in certain non-core markets that were acquired as part of the combination with Upjohn. The total transactions value, including Viatris’s 2022 divestiture of its biosimilars business, represents up to $6.94 billion of total gross proceeds. The estimated transaction value for the divestitures announced today is $3.6 billion, including gross consideration of up to approximately $2.17 billion for the divestiture of substantially all of its OTC business, and up to approximately $1.2 billion combined for the divestitures of its API and Women’s Healthcare businesses. Cravath is representing Viatris in connection with the transactions.
The Cravath team representing Viatris in connection with the divestitures of its Over-the-Counter, Women’s Healthcare and Active Pharmaceutical Ingredient businesses is led by partners Mark I. Greene, Aaron M. Gruber and Andrew M. Wark and includes associates Ellen H. Park, Maria Ricaurte, Harold C. King, Monica He, Brian E. Weinrib, Laureano Genin and Kiyon Hahm on M&A matters; partner J. Leonard Teti II, of counsel Kiran Sheffrin and associate Sonia Katharani-Khan on tax matters; partner Jonathan J. Katz and associates Christopher C. Gonnella and Bianca Hsing on executive compensation and benefits matters; partner David J. Kappos and associates Carys J. Webb and Sarah R. Brathwaite on intellectual property matters; partner Margaret T. Segall and practice area attorney Nicole M. Peles on antitrust matters; partner Matthew Morreale and associate Star S. Gulant on environmental matters; and senior attorney Joyce Law and practice area attorney Brian M. Budnick on real estate matters. Anthony J. Grisafi also worked on tax matters.
Deals & Cases
April 07, 2023
On Thursday, March 30, 2023, the U.S. District Court for the Southern District of New York granted summary judgment in favor of Cravath client Viatris (formed in 2020 from a combination of Mylan and Pfizer’s Upjohn division). The shareholder class action asserted numerous violations of the federal securities laws, all premised on other allegations related to Mylan’s marketing, pricing and classification of EpiPen as well as alleged conduct concerning generic drug price fixing and market allocation.
Deals & Cases
November 07, 2022
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.
Deals & Cases
February 28, 2022
On February 28, 2022, Viatris Inc. (“Viatris”) announced that it reached a definitive agreement with Biocon Biologics Limited (“Biocon Biologics”) to contribute its biosimilars portfolio to Biocon Biologics, which will become a uniquely positioned, vertically integrated company expected to be a global biosimilars leader. Under the terms of the agreement, Viatris will contribute to Biocon Biologics its biosimilars portfolio and related commercial and operational capabilities, amounting to 2022 estimated revenue of approximately $875 million and 2022 estimated adjusted EBITDA of approximately $200 million, in exchange for pre-tax consideration of up to $3.335 billion, which represents a transaction multiple of 16.5x of estimated 2022 biosimilars adjusted EBITDA. Cravath is representing Viatris in connection with the transaction.
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