| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 7, 2020, Mylan Ireland Limited, a company incorporated in Ireland (“Mylan Ireland”) and a subsidiary of Mylan N.V., a public company with limited liability incorporated under the laws of the Netherlands (“Mylan”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Aspen Global Incorporated, a company incorporated in Mauritius (“Aspen”), on behalf of itself and those affiliates of Aspen that hold the Assets (as defined below), pursuant to which Mylan Ireland will acquire the related intellectual property and commercialization rights of Aspen’s thrombosis business in Europe (the “Assets”), for a purchase price of EUR 641.9 million, comprising EUR 263.2 million upfront cash consideration at closing and EUR 378.7 million deferred cash consideration payable on June 25, 2021 (the “Asset Purchase”). The Assets consist of well-established injectable anticoagulants sold in Europe under the following brand names and variations of brand names: Arixtra, Fraxiparine, Mono-Embolex and Orgaran. Aspen, via one of its affiliates, will retain manufacturing and product supply responsibilities and will supply Mylan Ireland with finished product. In addition, the transfer to Mylan’s affiliates of employees engaged in Aspen’s thrombosis business will take place in accordance with European labor law regulations.
Closing of the transaction is subject to customary conditions, including European regulatory clearances. The Asset Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions.
The Asset Purchase Agreement may be terminated by (i) mutual agreement, (ii) either party in the event that the other party becomes incapable of satisfying any of such party’s closing conditions, through no act or omission of the relevant party, and such conditions have not been waived (where permitted), (iii) either party in the event that the other party’s closing conditions have not been satisfied, or have not been waived (where permitted), by 5:00 p.m. ET on December 31, 2020 (or such later date as the parties may agree), and (iv) either party if a governmental or regulatory authority issues a non-appealable order prohibiting the transaction.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements,” including, without limitation, statements about the Asset Purchase. 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 potential impact of public health outbreaks, epidemics and pandemics, such as the COVID-19 pandemic; actions and decisions of antitrust, healthcare, pharmaceutical and labor law regulators; the completion of the Asset Purchase on the anticipated timeframe or at all, and the achievement of the anticipated benefits of the Asset Purchase; uncertainties and matters beyond the control of management, including but not limited to general political and economic conditions; and other risks described in greater detail in Mylan’s filings with the Securities and Exchange Commission, including the factors described under “Risk Factors” in Mylan’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings. You can access Mylan filings with the SEC through the SEC website at www.sec.gov or through Mylan’s website, as applicable, and we strongly encourage you to do so. Except as required by applicable law, Mylan undertakes no obligation to update any statements herein for revisions or changes after the date of this Current Report on Form 8-K.
