Clifford Chance
Clifford Chance advises Pfizer on the global spin-off and combination of its generics business Upjohn with Mylan
18 November 2020
- Christoph Holstein, Simon Schmid, , Haruka Okihara, Ribana Piontek, Laura Theresa Stehl, Gregory Koory, Pascal Weber, Benjamin Sibbett, , Eric Schaffer, , , Emma Davies, Yi Yang, , Winifred Chow, ,
Clifford Chance advises Pfizer on the global spin-off and combination of its generics business Upjohn with Mylan
International law firm Clifford Chance has advised Pfizer Inc. as international transaction counsel on the global spin-off and combination of its off-patent branded and generic established medicines business Upjohn with global generics company Mylan N.V. The combined new business has been named Viatris Inc. and employs more than 45,000 employees and markets its products in more than 150 jurisdictions. The combination has been closed on 16 November 2020.
The carve-out comprised more than 100 jurisdictions in which the Upjohn Business had formerly been an integrated part of the Pfizer organization. The subsequent combination of Upjohn with Mylan has been effected through a Reverse Morris Trust transaction, in the course of which Upjohn Inc. was spun off to Pfizer’s shareholders by way of a pro rata distribution, and immediately thereafter combined with Mylan. Pfizer shareholders own 57 percent and Mylan shareholders 43 percent of the combined new business Viatris Inc.
For the implementation of the global carve-out, Clifford Chance introduced a custom made legal tech solution to manage complexity and facilitate stakeholder collaboration across jurisdictions in an innovative and efficient manner.
Christoph Holstein, Corporate/M&A Partner at Clifford Chance commented: “We are pleased to have been entrusted by Pfizer to help getting this complex global transaction across the finish line. The transaction is a milestone for our client Pfizer and the global healthcare community. We at Clifford Chance are proud that our teams' legal, sector and global reorganization know-how could contribute to this success.”
Clifford Chance has been a longstanding legal advisor to Pfizer, helping the market-leading pharmaceutical enterprise to realize its most ambitious and complex projects. In 2019, Clifford Chance had assisted Pfizer on the global combination of its consumer health business with GlaxoSmithKline.
The international Clifford Chance team advising Pfizer on the transaction was led by a Global and EMEA Regional Legal Coordination Team based in Germany around partner Christoph Holstein including counsel Simon Schmid (Lead Counsel Global and EMEA Coordination), senior associates Richard Kim and Haruka Okihara, associates Ribana Piontek, Laura Theresa Krull and Gregory Koory (all Corporate/M&A, Düsseldorf) and legal project manager Pascal Weber (Düsseldorf). The Americas Regional Legal Coordination Team comprised partner Benjamin Sibbett as well as associates Katherine Chang (Lead Associate Global and Americas), Eric Schaffer, Soung Young Choe and Rebecca Cho (all Corporate/M&A, New York). The APAC Regional Coordination Team comprised partner Emma Davies, counsels Yi Yang and Yue Zheng as well as associates Winifred Chow and Echo Yang (all Corporate M&A Hong Kong/Shanghai) and legal project managers Cassandra Duffy and Tracy Lau (Hong Kong/Singapore). In addition, numerous other Clifford Chance lawyers in the EMEA, Americas and APAC regions have advised the local Pfizer entities in connection with the spin-off.
