Mylan’s $50 Billion Combination with Upjohn, a Division of Pfizer

On July 29, 2019, Mylan N.V. and Pfizer Inc. announced a definitive agreement to combine Mylan with Upjohn, Pfizer's off-patent branded and generic established medicines business, creating a new global pharmaceutical company. 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%. Cravath is representing Mylan in connection with the transaction.

The Cravath team is led by partners Mark I. Greene, Thomas E. Dunn and Aaron M. Gruber and includes associates Holden K. Sumner, Lee M. Blum, Michael Zhang, Ellen H. Park and Michael D. Weil on M&A matters; partner George E. Zobitz and associates Timothy N. Nguyen, Kathryn Kennedy Bleday and Victoria L. Romvary on financing matters; partners Stephen L. Gordon and J. Leonard Teti II and associates Kiran Sheffrin and Rory M. Minnis on tax matters; partners Christine A. Varney and Margaret T. Segall and senior attorney Jesse M. Weiss on antitrust matters; partner David J. Kappos and associates Miling Y. Harrington and Carys A. Johnson on intellectual property matters; partners Eric W. Hilfers and Jonathan J. Katz, practice area attorney Michelle M. Garrett and associate Christopher C. Gonnella on executive compensation and benefits matters; partner David R. Marriott, senior attorney Andrei Harasymiak, litigation specialist attorney Jenny X. Zhang, practice area attorney Tatiana N. Alyonycheva and associate Greg C. Cheyne on litigation matters; partner Matthew Morreale on environmental matters; and practice area attorney Brian M. Budnick on real estate matters. Dixing Tang also worked on executive compensation and benefits matters and summer associates Peter Kim, Gary R. Uter and Matthew C. Weinstein worked on M&A matters.