Under an all-stock Reverse Morris Trust transaction, each share of Mylan will be converted into one share of the new company. The deal allows Pfizer shareholders to own a 57% stake in the new company, while Mylan shareholders will own the remaining 43% interest.
The new company, which will serve over 165 markets, will have a diverse portfolio that covers major therapeutic areas such as central nervous system and anaesthesia, infectious disease and cardiovascular.
Pfizer CEO Dr Albert Bourla said: “We are creating a new champion for global health—one poised to bring world-class medicines to patients across a wide range of therapeutic areas. I believe that Mylan’s unique profile and strategy has made it the obvious partner of choice in creating this powerful combination.”
Based in the US and incorporated in Delaware, the new company operates global centres in Pittsburgh, Pennsylvania; Shanghai, China; and Hyderabad, India.
The combined entity will have a diverse and differentiated portfolio of prescription medicines, complex generics, over-the-counter products and biosimilars.
With advanced medical, manufacturing and commercial expertise in over 120 countries, Upjohn will add major brands such as Lipitor (atorvastatin calcium), Celebrex (celecoxib) and Viagra (sildenafil) to the new company.
The new company is believed to have pro forma 2020 revenues between $19bn (£15.4bn) and $20bn (£16.2bn), and the pro forma adjusted EBITDA between $7.5bn (£6.1) and $8bn (£6.5bn) for the same period.
Subject to approval by Mylan shareholders and customary closing conditions, the deal is expected to be completed in mid-2020.
Mylan’s current chairman Robert Coury will lead the new company, which will be renamed and rebranded upon completion of the deal.
Coury said: “Over the past year and a half, I have spent a lot of time speaking with and listening attentively to our shareholders. Today’s announcement builds upon many of those meaningful conversations and represents a transformative move for Mylan.”
Earlier this month, the US drug giant secured approval from the US Food and Drug Administration for its Ruxience (rituximab-pvvr), a biosimilar to Roche’s cancer drug Rituxan (rituximab), to treat certain cancers and autoimmune conditions.