-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ws/0icLppOlkeDYuD/q7Vgr7TmXzJLce/bTp0wK+J16hyqvMbbiiuCKXzRtvLQQc 4RrYon4yAjzy5L6GoFKPWA== 0000950123-07-015453.txt : 20071114 0000950123-07-015453.hdr.sgml : 20071114 20071114070644 ACCESSION NUMBER: 0000950123-07-015453 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071114 DATE AS OF CHANGE: 20071114 SUBJECT COMPANY: 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: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-140778 FILM NUMBER: 071240737 BUSINESS ADDRESS: STREET 1: 1500 CORPORATE DRIVE STREET 2: SUITE 400 CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: 724-514-1800 MAIL ADDRESS: STREET 1: 1500 CORPORATE DRIVE STREET 2: SUITE 400 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 FILED BY: 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: FWP BUSINESS ADDRESS: STREET 1: 1500 CORPORATE DRIVE STREET 2: SUITE 400 CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: 724-514-1800 MAIL ADDRESS: STREET 1: 1500 CORPORATE DRIVE STREET 2: SUITE 400 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 FWP 1 y42741ffwp.txt FREE WRITING PROSPECTUS Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-140778 Pricing Term Sheet November 13, 2007 MYLAN INC. (the "Company") Pricing Term Sheet The following information supplements both (i) the Preliminary Prospectus Supplement for the offering of Mandatory Convertible Preferred Stock and (ii) the Preliminary Prospectus Supplement for the offering of Common Stock, each dated November 1, 2007, filed pursuant to Rule 424(b) under the Securities Act, Registration Statement No. 333-140778. 6.50% MANDATORY CONVERTIBLE PREFERRED STOCK OFFERING TITLE OF SECURITIES: 6.50% Mandatory Convertible Preferred Stock AGGREGATE AMOUNT OFFERED: $1,860,000,000 of liquidation preference SHARES ISSUED: 1,860,000 LIQUIDATION PREFERENCE PER SHARE: $1,000.00 OVERALLOTMENT OPTION: 279,000 shares PRICE TO PUBLIC: 100% of liquidation preference ANNUAL DIVIDEND RATE: 6.50% per share on the liquidation preference of $1,000.00 per share ($65.00 per annum), payable quarterly in arrears in cash, shares of the Company's common stock, or a combination thereof at the Company's election. FIRST DIVIDEND DATE: February 15, 2008 EXPECTED AMOUNT OF FIRST DIVIDEND PAYMENT PER SHARE: $15.53 EXPECTED AMOUNT OF EACH SUBSEQUENT DIVIDEND PAYMENT PER SHARE: $16.25 DIVIDEND CAP: $9.00 MANDATORY CONVERSION DATE: November 15, 2010 THRESHOLD APPRECIATION PRICE: $17.08 (represents an approximately 22% appreciation over the initial price) CONVERSION RATE: If the applicable market value of shares of the Company's common stock is equal to or greater than $17.08 (the "threshold appreciation price"), then the conversion rate will be 58.5480 shares of the Company's common stock per share of mandatory convertible preferred stock (the "minimum conversion rate"), which is equal to $1,000.00 divided by the threshold appreciation price. If the applicable market value of shares of the Company's common stock is less than the threshold appreciation price, but greater than $14.00 (the "initial price"), then the conversion rate will be $1,000.00 divided by the applicable market value. If the applicable market value of shares of the Company's common stock is less than or equal to the initial price, then the conversion rate will be 71.4286 shares of the Company's common stock per share of the Company's mandatory convertible preferred stock (the "maximum conversion rate"), which is equal to $1,000.00 divided by the initial price. The maximum conversion rate and minimum conversion rate will be subject to anti-dilution adjustments. CONVERSION AT OPTION OF THE HOLDER: Other than during the cash acquisition conversion period, holders of the mandatory convertible preferred stock will have the right to convert the mandatory convertible preferred stock, in whole or in part, at any time prior to the mandatory conversion date, into shares of common stock at the minimum conversion rate of 58.5480 shares of common stock per share of mandatory convertible preferred stock, subject to anti-dilution adjustments. CASH ACQUISITION CONVERSION RATE: The following table sets forth the cash acquisition conversion rate per share of mandatory convertible preferred stock for each hypothetical stock price and effective date set forth below: -2- STOCK PRICE ON EFFECTIVE DATE
EFFECTIVE DATE $14.00 $15.00 $17.50 $20.00 $25.00 $30.00 $35.00 $40.00 $45.00 $50.00 $75.00 $100.00 - --------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- 11/19/2007 59.2213 58.8767 58.3258 58.0679 57.9688 58.0618 58.1809 58.2817 58.3575 58.4121 58.5204 58.5411 11/15/2008 60.4749 59.9422 59.0455 58.5813 58.2927 58.3072 58.3759 58.4354 58.4767 58.5033 58.5432 58.5473 11/15/2009 62.4499 61.5412 59.9469 59.1076 58.5658 58.5076 58.5224 58.5360 58.5428 58.5458 58.5480 58.5480 11/15/2010 71.4286 66.6667 58.5480 58.5480 58.5480 58.5480 58.5480 58.5480 58.5480 58.5480 58.5480 58.5480
If the stock price is in excess of $100.00 per share, then the cash acquisition conversion rate will be the minimum conversion rate, subject to anti-dilution adjustments. If the stock price is less than $14.00 per share, then the cash acquisition conversion rate will be the maximum conversion rate, subject to anti-dilution adjustments. CASH ACQUISITION DIVIDEND MAKE-WHOLE PAYMENT: For any shares of mandatory convertible preferred stock that are converted during the cash acquisition conversion period, in addition to the shares of common stock issued upon conversion, the Company must, in its sole discretion, either (a) pay holders cash, to the extent it is legally permitted to do so, in an amount equal to the sum of (1) an amount equal to any accrued, cumulated and unpaid dividends on the mandatory convertible preferred stock, whether or not declared (including the pro rata portion of the accrued dividend for the then current dividend period), and (2) the present value of all remaining dividend payments on the mandatory convertible preferred stock through and including the mandatory conversion date (excluding the pro rata portion of the accrued dividend for the then current dividend period), in each case, out of legally available assets (the "cash acquisition dividend make-whole amount"), or (b) increase the number of shares of common stock to be issued on conversion by an amount equal to the cash acquisition dividend make-whole amount, divided by the stock price of shares of the Company's common stock; provided that, in no event shall the Company increase the number of shares of common stock to be issued in excess of the amount equal to the cash acquisition dividend make-whole amount divided by $9.00, subject to anti-dilution adjustments. The Company may make the election to pay cash or increase the number of shares of its common stock issued upon conversion, in whole or in part. The present value of the remaining dividend payments will be computed using a discount rate equal to 6.50%. FRACTIONAL SHARES: No fractional shares of the Company's common stock will be payable to any holder in connection with any conversion -3- or dividend. In lieu of any fractional share of the Company's common stock, at the Company's option, that holder will be entitled to receive either (i) an amount of shares rounded up to the next whole number of shares or (ii) an amount in cash (computed to the nearest cent) equal to the same fraction of the average daily closing price for the applicable dividend reference period. NET PROCEEDS OF THE MANDATORY CONVERTIBLE PREFERRED STOCK OFFERING AFTER UNDERWRITERS' DISCOUNT: Approximately $1.8 billion (approximately $2.1 billion if the underwriters' overallotment option is exercised in full). USE OF PROCEEDS: The Company intends to use the net proceeds from this offering to repay outstanding indebtedness under the Senior Unsecured Interim Loan Agreement incurred to fund a portion of the acquisition of Merck Generics and related acquisition costs. UNDERWRITERS' DISCOUNT: 3.00% TRADE DATE: November 13, 2007 SETTLEMENT DATE: November 19, 2007 CUSIP: 628530206 DOCUMENTATION: The definitive terms of the mandatory convertible preferred stock will be set forth in a resolution of the Finance Committee of the Board of Directors of the Company and an amendment to the Amended and Restated Articles of Incorporation of the Company, as amended, rather than in a certificate of designations as described in the preliminary prospectus supplements. THE MANDATORY CONVERTIBLE PREFERRED STOCK HAS BEEN APPROVED FOR LISTING ON THE NYSE UNDER THE SYMBOL "MYLPrA", SUBJECT TO OFFICIAL NOTICE OF ISSUANCE. COMMON STOCK OFFERING TITLE OF SECURITIES: Common Stock SHARES ISSUED: 53,500,000 (100% primary) -4- OVERALLOTMENT OPTION: 8,025,000 shares PRICE TO PUBLIC: $14.00 per share OUTSTANDING COMMON SHARES AFTER OFFERING (ASSUMING NO EXERCISE OF THE UNDERWRITERS' OVERALLOTMENT OPTION): Approximately 302 million shares (based on the number of shares outstanding as of September 30, 2007, and assuming no exercise of the underwriters' overallotment option) excluding (a) 26,755,853 shares issuable upon conversion of the Company's 1.25% senior convertible notes; (b) 26,755,853 shares underlying the Company's convertible note hedge and warrant transactions associated with the Company's convertible notes, (c) approximately 133 million shares that will be issuable upon conversion of the 6.50% mandatory convertible preferred stock (assuming no exercise of the underwriters' overallotment option and based on the maximum conversion rate described above) and (d) approximately 21,805,289 shares issuable upon exercise of outstanding stock options and restricted stock awards. NET PROCEEDS OF THE COMMON STOCK OFFERING AFTER UNDERWRITERS' DISCOUNT: Approximately $0.7 billion (approximately $0.8 billion if the underwriters' overallotment option is exercised in full) USE OF PROCEEDS: The Company intends to use the net proceeds from this offering to repay outstanding indebtedness under the Senior Unsecured Interim Loan Agreement incurred to fund a portion of the acquisition of Merck Generics and related transaction costs. UNDERWRITERS' DISCOUNT: 3.50% LAST SALE (ON NOVEMBER 13, 2007): $14.35 TRADE DATE: November 13, 2007 SETTLEMENT DATE: November 19, 2007 CUSIP: 628530107 -5- INFORMATION RELATING TO BOTH OFFERINGS INCREASE IN NET PROCEEDS: Because of the increase in the size of both offerings, the total net proceeds to the Company (after underwriters' discounts and expenses) are estimated to be approximately $2.5 billion, without giving effect to the exercise of the overallotment options. All net proceeds will be applied to repay indebtedness under the Senior Unsecured Interim Loan Agreement. The disclosure in the final prospectuses will be amended to reflect the fact that the amount of indebtedness under the Senior Unsecured Interim Loan Agreement to be repaid will be greater than set forth in the preliminary prospectus supplements. This includes the disclosure under the "Pro Forma As Adjusted" column in the "Capitalization" section in the final prospectuses, which will be amended to reflect the increased amounts of preferred stock and common stock outstanding and the lower amount of interim loans outstanding after giving effect to the offerings (which in the case of the Interim Loans is expected to be approximately $333.0 million). In addition, the disclosure under the section entitled "Overview of Financial Condition, Liquidity and Capital Resources" in the final prospectuses will be amended to reflect such lower amount of interim loans outstanding after the offerings and the lower amount of scheduled interest payments (in the table that appears under the caption "Our debt maturities" in such section) as a result of such reduction in the amount of interim loans outstanding. AMENDMENT TO DESCRIPTION OF CAPITAL STOCK: The information in the final prospectuses relating to the description of the Company's capital stock will be amended to include a reference to the fact that the Company has not elected to opt out of, and therefore is subject to, Subchapter 25F of the BCL (relating to business combinations), which generally delays for five years and imposes conditions upon "business combinations" between an "interested shareholder" and the Company. The term "business combination" is defined broadly to include various transactions between a corporation and an interested shareholder including mergers, sales or leases of specified amounts of assets, liquidations, reclassifications and issuances of specified amounts of additional shares of stock of the corporation. An "interested shareholder" is defined generally as the beneficial owner of at least 20% of a corporation's voting shares. -6- APPOINTMENT OF NEW SENIOR VICE PRESIDENT AND GLOBAL GENERAL COUNSEL: The Company has appointed Joseph F. Haggerty as Senior Vice President and Global General Counsel. He was formerly Vice President, General Counsel and Corporate Secretary of Sanofi-Aventis U.S. Inc. Stuart A. Williams, formerly Chief Legal Officer, is remaining with the Company as Special Counsel in the Office of the CEO. The issuer has filed a registration statement (including prospectus supplements) with the SEC for the offerings to which this communication relates. Before you invest, you should read the prospectus supplements and the accompanying prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and these offerings. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the applicable offering will arrange to send you the applicable prospectus supplement if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-248-3580 or Goldman, Sachs & Co. at 1-866-471-2526. -7- -----END PRIVACY-ENHANCED MESSAGE-----