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MYL > SEC Filings for MYL > Form 8-K on 5-Dec-2013All Recent SEC Filings

Show all filings for MYLAN INC.

Form 8-K for MYLAN INC.


5-Dec-2013

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition o


Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed, 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, an Indian public company ("Strides") and certain shareholders of Strides (the "Promoters"), which provides that the Company would purchase from Strides the share capital of Agila Specialties Private Limited, an Indian company ("India Company"), and (ii) a Sale and Purchase Agreement (the "Global SPA" and together with the India SPA, the "Initial Agreements"), by and among the Company, Agila Specialties Asia Pte Ltd (the "Global Seller") and the Promoters, which provides that the Company would purchase from the Global Seller the share capital of Agila Specialties Global Pte Ltd, a Singaporean company ("Global Company" and together with India Company, the "Acquired Companies").

Pursuant to the terms of the Initial Agreements, the aggregate base consideration payable at the closing of the Transactions was $1.6 billion, subject to customary closing adjustments. In addition, an adjustment of up to $250 million was payable at or following the closing of the Transactions, based on satisfaction of certain conditions.

On December 4, 2013, the parties to the Initial Agreements and certain subsidiaries of the Company amended and restated the Initial Agreements (the "Amended and Restated Agreements"). Pursuant to the terms of the Amended and Restated Agreements, $150 million of the $250 million in initial potential payments was paid at closing based on the satisfactory resolution of certain third-party agreements. A separate amount of $250 million was held back from the purchase price, which amount will be payable in whole or part to the Global Seller upon satisfaction of certain regulatory conditions. Further, $100 million of the purchase price payable to Strides at closing was placed in escrow or other accounts in order to fund potential regulatory remediation costs. Such amount is in addition to the escrow arrangements that were agreed to in the Initial Agreements.



Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 4, 2013, the Company completed the acquisition of the Acquired Companies. To fund the acquisition of the Acquired Companies, the Company used a portion of the net proceeds from the registered offering of aggregate principal amount of $2.0 billion in bond issuances completed on November 29, 2013.

The information set forth in Item 1.01 is incorporated by reference herein.



Item 8.01. Other Events.

The Board of Directors has set Friday, April 11, 2014 as the date for the Company's Annual Meeting of Shareholders.


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