Mylan to Acquire Famy Care Businesses to Create a Leading Women's Health Care Franchise

Expected to be immediately accretive to Mylan's adjusted diluted earnings per share upon closing

Feb 02, 2015, 06:44 ET from Mylan Inc.

PITTSBURGH and MUMBAI, India, Feb. 2, 2015 /PRNewswire/ -- Mylan Inc. (Nasdaq: MYL) today announced that it has, through its Indian subsidiary Mylan Laboratories Limited, signed a definitive agreement to acquire certain female health care businesses from Famy Care Limited, a specialty women's health care company with global leadership in generic oral contraceptive products (OCPs) for $750 million in cash plus additional contingent payments of up to $50 million.

The acquisition will build on Mylan's existing partnerships with Famy Care in North America, Europe and Australia, and provide Mylan with an enhanced and now vertically integrated platform that will accelerate the company's growth in the important global women's health care space. This transaction especially complements Mylan's pending acquisition of Abbott's non-U.S. developed markets specialty and branded generics business, which also includes a women's health care portfolio and sales and marketing capabilities. Additionally, the acquisition of the Famy Care businesses will make Mylan a hormonal contraceptives leader in high-growth emerging markets around the world. The acquisition is expected to be immediately accretive to Mylan's adjusted diluted earnings per share and growth profile upon closing. The transaction is expected to close in the second half of 2015, subject to regulatory approvals and certain closing conditions.

Mylan CEO Heather Bresch commented, "In 2008, Mylan established a partnership with Famy Care, significantly enhancing its presence in the women's health care segment in the U.S. and other developed country markets. With today's acquisition, we are building on this successful partnership and further accelerating our global growth in this important therapeutic area. We see many opportunities to tap the large women's health care market in Europe, particularly through our pending Abbott deal; the prospect of driving additional value from this business in North America; and exciting growth potential in emerging markets. Finally, we are excited to welcome Famy Care's more than 900 employees to the Mylan family and look forward to their contributions to our mission of providing the world's 7 billion people access to high quality medicine."

Mylan President Rajiv Malik added, "By adding this vertically integrated business and globalizing our women's health care platform, we are creating the right foundation to become a leader in this growing, attractive sector. Famy Care brings us a broad portfolio, strong technical capabilities and dedicated hormone manufacturing, which complement Mylan's powerful global commercial footprint and supply chain infrastructure. In addition to the opportunities we see in North America and Europe, Famy Care's businesses will strengthen our position in emerging markets, where we can build upon and leverage our existing capabilities, including the strong presence we have established through our antiretroviral business and our track record of success in competing for tenders in these markets. Finally, we see opportunities for generating more front-end sales, in addition to Famy Care's successful partnering strategy, as a result of our exceptional global infrastructure."

Commenting on the transaction, J.P. Taparia, non-executive chairman of Famy Care, said, "This transaction represents a significant milestone for Famy Care and its employees, who have created a world-class women's health care franchise. We foresee significant opportunities in the women's health care business across developed and emerging markets, and the proposed transaction provides an opportunity for our team to capture the opportunity in an even more effective manner. Famy Care and Mylan have shared a very strong partnership since 2008, and the Famy Care team looks forward to taking our vision and ambitions to the next level within Mylan. In 2010, we started the process of transitioning from a family-owned business into a meaningful institutional player in the global pharmaceutical industry by enlarging our shareholder base with the investment by pan-Asian private equity firm, AIF Capital Limited. Their involvement and support for Famy Care have been very helpful in the company's achievement of critical corporate milestones over the last four years. Shareholders of Famy Care will evaluate and pursue other opportunities in the residual Famy Care business outside of women's health care segment."

Famy Care, headquartered in Mumbai, India, offers a comprehensive range of women's health products including oral and injectable contraceptives, intra-uterine devices (IUDs), tubal rings and hormone-replacement therapy products. More than 15% of the world's women using oral contraceptive pills today use a Famy Care product.1 It is the world's largest producer of generic OCPs, with four high quality manufacturing facilities in India, two of which have been approved by the U.S. Food and Drug Administration (FDA) and the European Union. Famy Care is the first generics company to have received prequalification from the World Health Organization for hormonal contraceptives. This manufacturing base represents one of the lowest cost and largest dedicated to OCPs globally, and brings Mylan strong capabilities in OCP cycles, injectables, IUDs and tubal rings.

Famy Care has a strong presence in the private, institutional and non-governmental organization sectors and markets its products in more than 90 countries around the world.

Famy Care also has strong research and development capabilities in the women's health care segment, including in the development of hormonal and high-potency formulations. The company's R&D and regulatory affairs team, comprising more than 100 professionals, has a strong track record of bringing products to market, with approximately 600 product registrations in approximately 90 countries and a pipeline of more than 200 filings, including more than 100 filings for the developed markets.

Mylan and Famy Care have an exclusive partnership dating to 2008, under which Famy Care develops and supplies OCP products to Mylan for distribution to customers in the U.S. and certain other markets. In the U.S., Famy Care and Mylan have a portfolio of 12 approved products, with abbreviated new drug applications pending FDA approval for 30 products.

The global women's health care market is growing at a compound annual rate of approximately 6%2, with hormonal contraceptives representing the largest and fastest growing products in the segment. Lower oral contraceptive penetration rates in emerging markets represent an important growth opportunity, and this opportunity is supported by global initiatives, such as Family Planning 2020, which provide funding for contraceptive access in these markets.

Transaction Terms 
Under the terms of the transaction, which has been unanimously approved by both companies' boards of directors, Mylan will acquire certain female reproductive health care businesses from Famy Care for $750 million in cash at closing, subject to certain adjustments, plus an additional payment of up to $50 million, contingent upon achievement of certain development and regulatory milestones. Mylan expects that its financial leverage will not be materially altered as a result of this transaction. Under the proposed transaction structure, Famy Care will spin off its female health care businesses under a court approved scheme of demerger. Post demerger, Mylan will acquire the shares of the new resulting company.

Centerview Partners and Goldman Sachs & Co. are serving as financial advisors to Mylan and Cravath, Swaine & Moore LLP and Luthra & Luthra are acting as legal advisors. Credit Suisse is serving as financial advisor to Famy Care and Covington & Burling LLP and AZB & Partners are acting as legal advisors.

Private Securities Litigation Reform Act of 1995 — A Caution Concerning Forward-Looking Statements 
This press release contains "forward-looking statements."  These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about the proposed acquisition (the "Abbott Transaction") by a new public company organized in the Netherlands ("New Mylan") of both Mylan Inc. ("Mylan") and Abbott Laboratories' non-U.S. developed markets specialty and branded generics business (the "Business"), the expected timetable for completing the Abbott Transaction, benefits and synergies of the Abbott Transaction, statements about the proposed acquisition (the "Famy Care Transaction") of the female contraceptives business of Famy Care Limited ("Famy Care"),  the expected timetable for completing the Famy Care Transaction, benefits and synergies of the Famy Care Transaction, future opportunities for New Mylan and products and any other statements regarding New Mylan's, Mylan's, the Business's and Famy Care's future operations, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competition, and other expectations and targets for future periods. These may often be identified by the use of words such as "will", "may", "could", "should", "would", "project", "believe", "anticipate", "expect", "plan", "estimate", "forecast", "potential", "intend", "continue", "target" and variations of these words or comparable words. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to:  the ability to meet expectations regarding the accounting and tax treatments and the timing and consummation of the Abbott Transaction or the Famy Care Transaction; changes in relevant tax and other laws; the ability to consummate the Abbott Transaction or the Famy Care Transaction; the conditions to the consummation of the Abbott Transaction or the Famy Care Transaction; the regulatory approvals required for the Famy Care Transaction not being obtained on the terms expected or on the anticipated schedule; the integration of the Business or Famy Care being more difficult, time-consuming, or costly than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients, or suppliers) being greater than expected following the Abbott Transaction or the Famy Care Transaction; the retention of certain key employees of the Business or Famy Care being difficult; the possibility that New Mylan may be unable to achieve expected synergies and operating efficiencies in connection with the Abbott Transaction or the Famy Care Transaction within the expected time frames or at all and to successfully integrate the Business or Famy Care; expected or targeted future financial and operating performance and results; the capacity (prior to or after consummation of the Abbott Transaction or the Famy Care Transaction) to bring new products to market, including but not limited to where Mylan or New Mylan uses its business judgment and decides to manufacture, market, and/or sell products, directly or through third parties, notwithstanding the fact that allegations of patent infringement(s) have not been finally resolved by the courts (i.e., an "at-risk launch"); the scope, timing, and outcome of any ongoing legal proceedings and the impact of any such proceedings on financial condition, results of operations and/or cash flows; the ability to protect intellectual property and preserve intellectual property rights; the effect of any changes in customer and supplier relationships and customer purchasing patterns; the ability to attract and retain key personnel; changes in third-party relationships; the impacts of competition; changes in the economic and financial conditions of the business of Mylan, New Mylan, the Business, or Famy Care; the inherent challenges, risks, and costs in identifying, acquiring and integrating complementary or strategic acquisitions of other companies, products or assets and in achieving anticipated synergies; uncertainties and matters beyond the control of management; and inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements, and the providing of estimates of financial measures, in accordance with accounting principles generally accepted in the United States of America and related standards or on an adjusted basis. For more detailed information on the risks and uncertainties associated with Mylan's business activities, see the risks described in Mylan's Annual Report on Form 10-K for the year ended December 31, 2013, as updated by Mylan's Current Report on Form 8-K filed on August 6, 2014, Mylan's Quarterly Report on Form 10-Q for the period ended June 30, 2014, Mylan's Quarterly Report on Form 10-Q for the period ended September 30, 2014, and its other filings with the Securities and Exchange Commission (the "SEC"). These risks, as well as other risks associated with Mylan, New Mylan, the Business and the Abbott Transaction are also more fully discussed in the Registration Statement on Form S-4 that New Moon B.V. (referred to herein as New Mylan) filed with the SEC on November 5, 2014, as amended on December 9, 2014, and as further amended on December 23, 2014, and in the proxy statement Mylan filed with the SEC on December 24, 2014, as well as the prospectus New Mylan filed with the SEC on December 24, 2014, in each case in connection with the Abbott Transaction. You can access Mylan and New Mylan's filings with the SEC through the SEC website at www.sec.gov, and Mylan strongly encourages you to do so. Mylan undertakes no obligation to update any statements herein for revisions or changes after the date of this press release.

About Mylan 
Mylan is a global pharmaceutical company committed to setting new standards in health care. Working together around the world to provide 7 billion people access to high quality medicine, we innovate to satisfy unmet needs; make reliability and service excellence a habit; do what's right, not what's easy; and impact the future through passionate global leadership. We offer a growing portfolio of more than 1,300 generic pharmaceuticals and several brand medications. In addition, we offer a wide range of antiretroviral therapies, upon which approximately 40% of HIV/AIDS patients in developing countries depend. We also operate one of the largest active pharmaceutical ingredient manufacturers and currently market products in approximately 140 countries and territories. Our workforce of more than 25,000 people is dedicated to improving the customer experience and increasing pharmaceutical access to consumers around the world. But don't take our word for it. For more information, visit mylan.com

About Famy Care 
Famy Care, headquartered in Mumbai, India, offers a comprehensive range of women's health products including oral and injectable contraceptives, intra-uterine devices (IUDs), tubal rings and hormone-replacement therapy products. It is the world's largest producer of generic OCPs, with four high quality manufacturing facilities in India, two of which have been approved by the U.S. Food and Drug Administration (FDA) and the European Union. Famy Care is the first generics company to have received prequalification from the World Health Organization for hormonal contraceptives. This manufacturing base represents one of the lowest cost and largest dedicated to OCPs globally. For more information, visit famycare.com

About AIF Capital
AIF Capital Limited is one of Asia's long-standing independent private equity firms focused on mid-market growth opportunities in emerging Asia. The firm has an established track record of over two decades in implementing a pan-regional strategy, identifying and growing inflection-point companies as well as steering them through multiple major economic cycles. Since its inception in 1994, the Firm has received investor commitments in excess of US$2.0 billion and provided capital for expansion and buy-outs through 43 investments in ten Asian countries. Its team of 22 investment professionals across its offices in Hong Kong, Beijing, New Delhi and Singapore oversees a diversified pan-Asian portfolio of investments. Investors in AIF Capital-managed funds include major corporate and government pension and investment funds, insurance companies, financial institutions, as well as multilateral agencies and family offices from North America, Australia, Asia, the Middle East and Europe. For more information, visit aifcapital.com

1 Based on Famy Care's estimates for global oral contraceptives volumes and Famy Care's production in the year ending June 2014
2 Business Insights industry research

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