Viatris Announces Early Tender Results and Increase of Pending Maximum Tender Offer
Rhea-AI Summary
Viatris Inc. (NASDAQ: VTRS) announced the early tender results of its subsidiary Utah Acquisition Sub Inc.'s (UAS) cash tender offer for its 3.950% Senior Notes due 2026. UAS has increased the maximum aggregate principal amount from $450,000,000 to $575,003,000. As of the Early Tender Date, $1,449,950,000 in aggregate principal amount was tendered. Due to oversubscription, UAS will accept tenders on a pro rata basis with a proration factor of 39.7%. The Early Tender Payment is $30 per $1,000 principal amount. The Maximum Tender Early Settlement Date is expected to be September 20, 2024. The offer expires on October 2, 2024, unless extended or terminated earlier.
Positive
- Increased maximum aggregate principal amount from $450,000,000 to $575,003,000, allowing for more debt repurchase
- Strong demand with $1,449,950,000 in aggregate principal amount tendered
- Early Tender Payment of $30 per $1,000 principal amount offered to participating noteholders
Negative
- Oversubscription led to a proration factor of 39.7%, meaning not all tendered notes will be accepted
- Holders who tender after the Early Tender Date unlikely to have notes accepted due to full subscription
News Market Reaction – VTRS
In the trading session that priced this news, VTRS gained 0.68%, reflecting a mild positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
AI-generated analysis. How Rhea-AI works. Not financial advice.
The following table sets forth certain information regarding the Maximum Tender Offer Notes and the Maximum Tender Offer, including the aggregate principal amount of the Maximum Tender Offer Notes that were validly tendered and not validly withdrawn at or prior to 5:00 p.m.,
Issuer and | Title of | CUSIP/ISIN | Principal | Aggregate | Aggregate | Proration |
|
| Registered Notes Rule 144A Notes Regulation S Notes | 39.7 % |
(1) | The proration factor has been rounded to the nearest tenth of a percentage point for presentation purposes. | ||||
The applicable total consideration for the Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase will be determined in the manner described in the Offer to
Because the aggregate principal amount of Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date exceeds the Maximum Tender Cap, UAS does not expect to accept for purchase all Maximum Tender Offer Notes that have been validly tendered and not validly withdrawn at or prior to the Early Tender Date. Rather, subject to the Maximum Tender Cap, UAS will accept for purchase Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date on a pro rata basis based on the proration factor as described in the Offer to Purchase. As a result, a holder who validly tendered and did not validly withdraw Maximum Tender Offer Notes pursuant to the Maximum Tender Offer may have all or a portion of its Maximum Tender Offer Notes returned to it.
Holders of Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date, if accepted for purchase, will be eligible to receive the total consideration, which includes an Early Tender Payment of
The Maximum Tender Offer will expire at 5:00 p.m.,
The withdrawal deadline for the Maximum Tender Offer was 5:00 p.m.,
UAS' obligations to accept for payment and to pay for the Maximum Tender Offer Notes validly tendered and not validly withdrawn in the Maximum Tender Offer are subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase. The Maximum Tender Offer may be terminated or withdrawn in whole or terminated or withdrawn, subject to applicable law. UAS reserves the right, subject to applicable law, to: (1) waive any and all conditions to the Maximum Tender Offer, (2) extend or terminate the Maximum Tender Offer, (3) increase, decrease or eliminate the Maximum Tender Cap or (4) otherwise amend the Maximum Tender Offer in any respect.
As of September 16, 2024, Viatris caused the indenture for the
UAS has retained Barclays Capital Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as lead dealer managers (collectively, the "Dealer Managers") for the Maximum Tender Offer. UAS has retained Global Bondholder Services Corporation as the tender and information agent for the Maximum Tender Offer. For additional information regarding the terms of the Maximum Tender Offer, please contact: Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect); Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-3554 (collect). Requests for documents and questions regarding the tendering of securities may be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (for banks and brokers only) or (855) 654-2015 (for all others, toll-free), by email at contact@gbsc-usa.com or to the Dealer Managers at their respective telephone numbers. Copies of the Offer to
This announcement is for information purposes only and does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Maximum Tender Offer is being made only pursuant to the Offer to
Forward-Looking Statements
This release contains "forward-looking statements". These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, those relating to expiration dates for the Maximum Tender Offer and settlement dates. Forward-looking statements may often be identified by the use of words such as "will", "may", "could", "should", "would", "project", "believe", "anticipate", "expect", "plan", "estimate", "forecast", "potential", "pipeline", "intend", "continue", "target", "seek" and variations of these words or comparable words. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: the possibility that the Company may not realize the intended benefits of, or achieve the intended goals or outlooks with respect to, its strategic initiatives (including divestitures, acquisitions, or other potential transactions) or move up the value chain by focusing on more complex and innovative products to build a more durable higher margin portfolio; the possibility that the Company may be unable to achieve intended or expected benefits, goals, outlooks, synergies, growth opportunities and operating efficiencies in connection with divestitures, acquisitions, other transactions, or restructuring programs, within the expected timeframes or at all; with respect to divestitures, failure to realize the total transaction values or proceeds, including as a result of any purchase price adjustment or a failure to achieve any conditions to the payment of any contingent consideration; goodwill or impairment charges or other losses, including but not limited to related to the divestiture or sale of businesses or assets; the Company's failure to achieve expected or targeted future financial and operating performance and results; the potential impact of public health outbreaks, epidemics and pandemics; actions and decisions of healthcare and pharmaceutical regulators; changes in relevant laws, regulations and policies and/or the application or implementation thereof, including but not limited to tax, healthcare and pharmaceutical laws, regulations and policies globally (including the impact of recent and potential tax reform in the
About Viatris
Viatris Inc. (NASDAQ: VTRS) is a global healthcare company uniquely positioned to bridge the traditional divide between generics and brands, combining the best of both to more holistically address healthcare needs globally. With a mission to empower people worldwide to live healthier at every stage of life, we provide access at scale, currently supplying high-quality medicines to approximately 1 billion patients around the world annually and touching all of life's moments, from birth to the end of life, acute conditions to chronic diseases. With our exceptionally extensive and diverse portfolio of medicines, a one-of-a-kind global supply chain designed to reach more people when and where they need them, and the scientific expertise to address some of the world's most enduring health challenges, access takes on deep meaning at Viatris. We are headquartered in the
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SOURCE Viatris Inc.