Mylan To Acquire Abbott's Developed Markets Specialty and Branded Generics Business

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. The transaction will instantly further diversify Mylan's business and strengthen its commercial platform outside the U.S., building new opportunities for growth and additional sales channels in the acquired markets. It also is expected to provide Mylan with significant additional financial firepower to pursue future opportunities, an additional $600 million of annual post-close EBITDA, an optimized global tax structure and enhanced balance sheet capacity.

The Assets, which are being acquired on a debt-free basis, include an attractive portfolio of more than 100 specialty and branded generic pharmaceutical products in five major therapeutic areas (cardio/metabolic, gastrointestinal, anti-infective/respiratory, CNS/pain and women's and men's health) and include several patent protected, novel and/or hard-to-manufacture products with continued growth potential. With a strong presence inEurope, Japan, Canada, Australia and New Zealand, the Assets are expected to provide approximately $1.9 billion in annual additional revenues at deal close. The business includes an active sales organization of approximately 2,000 representatives in more than 40 non-U.S. markets, as well as two high-quality manufacturing facilities.

Following the transaction, Mylan expects to have approximately $10 billioni in pro forma 2014 sales, adjusted EBITDA of approximately $3 billion at transaction close, an attractive and diverse portfolio of more than 1,400 specialty and generic products, an enhanced global commercial infrastructure, and an expanded high-quality manufacturing platform.

Mylan Executive Chairman Robert J. Coury commented, "We have been actively looking at a wide range of opportunities, and the acquisition of this business is absolutely the right next strategic transaction for Mylan as it builds on our strong momentum, expands and further diversifies our business in our largest markets outside of the U.S., and clearly positions Mylan for the next phase of growth through enhanced financial flexibility and a more competitive global tax structure. In addition to maximizing our growth drivers, the transaction is expected to be immediately and significantly accretive, and to create significant additional cash financial flexibility at close, which we fully intend to put to use to fund future opportunities in this continually consolidating sector. The numerous strategic and financial benefits of this transaction will allow Mylan to potentially accelerate achievement of our long-term financial targets to the benefit of our shareholders."

Mylan CEO Heather Bresch said, "We targeted this differentiated business with a complementary portfolio of attractive specialty and branded generic products, many of which have strong continued growth potential. The Assets also have an impressive commercial infrastructure and capabilities, which provide us with reach in the physician and patient channels in the acquired markets, complementing our reach in pharmacies. This enhanced commercial platform will help us drive the continued expansion of EpiPen® Auto-Injector globally and enable us to more effectively launch important growth drivers, such as respiratory and biologics. We believe Mylan is uniquely positioned to realize improved financial performance and profitability from these assets by leveraging our integrated, efficient operating platform, more effectively distributing the portfolio across channels, and maintaining a greater strategic focus on key products. We have experience successfully integrating large, complex transactions such as this one, and we are confident in our ability to deliver the value inherent from this combination."

Bresch continued, "In addition to creating value for our shareholders, this transaction delivers on our mission of providing the world's 7 billion people access to high-quality medicine. The Abbott team associated with this business shares Mylan's uncompromising commitment to quality, our high-performance culture and our passion for making a difference. We look forward to welcoming them and their strong sales organization to Mylan and benefiting from their capabilities."

"Mylan is the right organization for our developed markets branded generics business," said Miles D. White, Chairman and Chief Executive Officer of Abbott. "Mylan has the scale and breadth across critical distribution channels and a complementary portfolio that will quickly position this business for success. Mylan also shares our commitment to patients and product quality."