Upjohn’s Combination With Mylan

Davis Polk acted as special tax counsel to Pfizer Inc. on the combination of its off-patent branded and generic established medicines business, Upjohn, with Mylan N.V.

Under the terms of the agreement, which is structured as an all-stock, Reverse Morris Trust transaction, each Mylan share would be converted into one share of the new company. Pfizer shareholders would own 57% of the combined new company, and Mylan shareholders would own 43%. The transaction, which is expected to close in mid-2020, is subject to approval by Mylan shareholders and customary closing conditions, including receipt of regulatory approvals.

Pfizer applies science and its global resources to bring therapies to people that extend and significantly improve their lives and is one of the world’s premier innovative biopharmaceutical companies. Mylan is a global pharmaceutical company committed to setting new standards in healthcare and is one of the world’s largest producers of active pharmaceutical ingredients.

The Davis Polk tax team includes Managing Partner Neil Barr (Picture), partners Michael Mollerus and Po Sit, counsel Ethan R. Goldman and associates Yixuan Long, Ariel David Siman, Christina L. Tacoronti, M. Jared Sanders and Ben Levenback. Partner Pritesh P. Shah is providing intellectual property and technology advice.

Involved fees earner: Neil Barr – Davis Polk & Wardwell; Ethan Goldman – Davis Polk & Wardwell; Ben Levenback – Davis Polk & Wardwell; Yixuan Long – Davis Polk & Wardwell; Michael Mollerus – Davis Polk & Wardwell; M. Jared Sanders – Davis Polk & Wardwell; Pritesh P. Shah – Davis Polk & Wardwell; Ariel Siman – Davis Polk & Wardwell; Po Sit – Davis Polk & Wardwell; Christina Tacoronti – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: Pfizer;

Author: Ambrogio Visconti