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| MYL > SEC Filings for MYL > Form 8-K on 27-Feb-2013 | All Recent SEC Filings |
27-Feb-2013
Entry into a Material Definitive Agreement, Results of Operations and Financial Condit
On February 27, 2013, Mylan Inc., a Pennsylvania corporation (the "Company") entered into (i) a Sale and Purchase Agreement (the "India SPA"), by and among the Company, Strides Arcolab Limited, a public company incorporated in the Republic of India ("Strides") and certain shareholders of Strides (the "Promoters"), which provides that, upon the terms and subject to the conditions set forth therein, the Company shall purchase from Strides, and Strides shall sell to the Company, the entire issued and outstanding share capital (the "India Acquisition") of Agila Specialties Private Limited, a company incorporated in the Republic of India ("India Company"), and (ii) a Sale and Purchase Agreement (the "Global SPA" and together with the India SPA, the "SPAs"), by and among the Company, Agila Specialties Asia Pte Ltd, a company incorporated in the Republic of Singapore ("Global Seller"), which provides that, upon the terms and subject to the conditions set forth therein, the Company shall purchase from the Global Seller, and the Global Seller shall sell to the Company, the entire issued and outstanding share capital (the "Global Acquisition" and together with the India Acquisition, the "Transactions") of Agila Specialties Global Pte Ltd, a company incorporated in the Republic of Singapore ("Global Company" and together with India Company, the "Target Companies").
The aggregate base consideration payable at the closing of the Transactions is US $1.6 billion, subject to customary closing adjustments. In addition, an adjustment of up to US $250 million is payable at or following the closing of the Transactions, subject to certain conditions by Strides. The Company has obtained a commitment letter from Morgan Stanley Senior Funding, Inc. for a new $1 billion senior unsecured bridge term loan in connection with the Transactions, which together with internal sources including available cash and existing lines of credit, is expected to be sufficient to finance the Transactions.
The bridge term loan will be guaranteed by various subsidiaries of the Company and is subject to the negotiation of mutually acceptable definitive documentation, which will include customary representations and warranties, affirmative and negative covenants and events of default. Additionally, the lenders' obligation to provide the bridge term loan is subject to the satisfaction of specified conditions, including consummation of the Transactions in accordance with the terms of the SPAs, the accuracy of specified representations, the absence of specified defaults, the delivery of a certificate on behalf of the Company with respect to the solvency (on a consolidated basis) of the Company and its subsidiaries, taken as a whole, immediately after the consummation of the transactions contemplated by the SPAs, and other customary conditions.
The Transactions are expected to close in the fourth quarter of 2013, subject to regulatory approvals and certain closing conditions.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of each of the SPAs, which the Company intends to file with the Securities and Exchange Commission as exhibits to the Company's Quarterly Report on Form 10-Q for the period ending March 31, 2013.
On February 27, 2013, the Company issued a press release announcing that the Company's Board of Directors has approved the repurchase of up to $500 million of the Company's common stock in the open market and through other methods. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On February 27, 2013, the Company issued a press release announcing the execution of the SPA. A copy of the press release regarding the transaction is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release announcing the Company's 2012 financial results and
share repurchase dated February 27, 2013.
99.2 Press release announcing entry into a material definitive agreement
dated February 27, 2013.
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