| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On July 3, 2024, Viatris Inc., a Delaware corporation (“Viatris” or the “Company”), closed the previously announced transaction with Cooper Consumer Health SAS, a French corporation (“Cooper Consumer Health”), involving the divestiture by Viatris of substantially all of Viatris’ over-the-counter products business (the “Business”) and related assets and liabilities (the “Transaction”), to Cooper Consumer Health and certain of its affiliates (collectively, the “Buyer Parties”), in exchange for consideration from the Buyer Parties of up to €1,950.0 million in cash on a cash-free, debt-free basis, consisting of (a) €1,850.0 million in cash consideration at closing, subject to certain adjustments as set forth in the Transaction Agreement (defined below), including for net indebtedness and net working capital, and (b) up to €100.0 million in contingent additional cash consideration, which shall be payable by the Buyer Parties to Viatris following closing if the shareholders of the group of entities affiliated with the Buyer Parties realize a cash-on-cash multiple on invested capital of 2.5x on such shareholders’ aggregate investment in such group upon a change of control of such group or an initial public offering of the parent company of such group. In addition, at closing, the Buyer Parties paid €25.0 million in cash consideration to Viatris as a partial advance payment in respect of the transition services fees and costs payable under the transition services agreement entered into at closing between Viatris and Cooper Consumer Health in connection with the Transaction. In accordance with the Transaction Agreement, €120.0 million of the cash consideration that would otherwise have been payable at closing was retained by the Buyer Parties in anticipation of a sale of certain portions of the Business operated in select geographies, the proceeds of which will be allocated in accordance with the Transaction Agreement if and when executed.
The Transaction was effected pursuant to the Transaction Agreement, dated as of January 29, 2024, by and among Cooper Consumer Health, Cooper Consumer Health IT S.r.l., Viatris, Viatris Italia S.r.l. and Ipex AB (the “Transaction Agreement”), as previously disclosed by Viatris in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 2, 2023 (the “Initial 8-K”), as amended by the Amendment No. 1 to the Initial 8-K filed with the SEC on January 30, 2024 (the “Amended 8-K”).
The above description of the Transaction has been included to provide investors and security holders with information regarding the terms of the Transaction Agreement. It does not purport to be complete and is qualified in its entirety by reference to the full text of the Transaction Agreement, which was filed as Exhibit 2.1 to the Amended 8-K and is incorporated herein by reference. It is not intended to provide any other factual information about Viatris and Buyer Parent and their respective subsidiaries and affiliates, or any of their respective businesses. The Transaction Agreement contains representations and warranties that are solely for the benefit of parties thereto. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure letters that the parties have exchanged as of a specific date. The disclosure letters contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Transaction Agreement. Therefore, investors and security holders should not treat the representations and warranties as categorical statements of fact. Moreover, these representations and warranties may apply standards of materiality in a way that is different from what may be material to investors. They were, or will be, made only as of the date that the Transaction Agreement was executed or such other date or dates as may be specified in the Transaction Agreement and they are subject to more recent developments. Accordingly, investors and security holders should read the representations and warranties in the Transaction Agreement not in isolation but only in conjunction with the other information about Viatris and its respective subsidiaries that the respective companies include in reports and statements Viatris files with SEC.
