0000069499-13-000051.txt : 20131205 0000069499-13-000051.hdr.sgml : 20131205 20131205060119 ACCESSION NUMBER: 0000069499-13-000051 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131204 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Other Events FILED AS OF DATE: 20131205 DATE AS OF CHANGE: 20131205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MYLAN INC. CENTRAL INDEX KEY: 0000069499 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 251211621 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09114 FILM NUMBER: 131258650 BUSINESS ADDRESS: STREET 1: 1500 CORPORATE DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: 724-514-1800 MAIL ADDRESS: STREET 1: 1500 CORPORATE DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 FORMER COMPANY: FORMER CONFORMED NAME: MYLAN LABORATORIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FRM CORP DATE OF NAME CHANGE: 19711003 8-K 1 form8-kagilaclosingdecembe.htm 8-K Form 8-K Agila Closing (December 2013)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 5, 2013 (December 4, 2013)
MYLAN INC.
(Exact Name of Registrant as Specified in Charter)

Pennsylvania
 
1-9114
 
25-1211621
(State or Other Jurisdiction
 of Incorporation)
 
(Commission
 File Number)
 
(I.R.S. Employer
 Identification No.)

1500 Corporate Drive
 Canonsburg, PA
 
15317
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (724) 514-1800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))





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.






SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
MYLAN INC.
 
 
 
 
Date:
December 5, 2013
By:
/s/ John D. Sheehan
 
 
 
John D. Sheehan
 
 
 
Executive Vice President and Chief Financial Officer