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Viatris logoViatris VTRS

Viatris said on July 3, 2024 that it closed its transaction with Cooper Consumer Health SAS, divesting substantially all of its over-the-counter products business for up to €1,950.0 million in cash on a cash-free, debt-free basis.

8-KCompletion of Acquisition or Disposition of AssetsFiled Period of report Summary published (UTC)

Key points

AI summary
  1. Viatris said on July 3, 2024 that it closed its transaction with Cooper Consumer Health SAS, divesting substantially all of its over-the-counter products business for up to €1,950.0 million in cash on a cash-free, debt-free basis.

  2. The company said it is receiving cash consideration of €1,850.0 million at closing, and that this amount is subject to adjustments under the Transaction Agreement, including for net indebtedness and net working capital.

  3. The company said it may receive up to €100.0 million in contingent additional cash consideration after closing, payable if the shareholders of the Buyer Parties' affiliated group realize a cash-on-cash multiple of 2.5x on their invested capital upon a change of control or an initial public offering of the group's parent company.

  4. Viatris said it received €25.0 million at closing as a partial advance payment for transition services fees and costs, and that €120.0 million of the cash consideration otherwise payable at closing was retained by the Buyer Parties in anticipation of a sale of certain portions of the business in select geographies.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Viatris Completes OTC Products Business Sale for Up to €1,950.0 million

Viatris said on July 3, 2024 that it closed its transaction with Cooper Consumer Health SAS, divesting substantially all of its over-the-counter products business for up to €1,950.0 million in cash on a cash-free, debt-free basis.

Source · Based on the filing body and exhibits

€1,850.0 million cash consideration at closing and adjustment terms

The company said it is receiving cash consideration of €1,850.0 million at closing, and that this amount is subject to adjustments under the Transaction Agreement, including for net indebtedness and net working capital.

Source · Based on the filing body and exhibits

Contingent additional consideration of up to €100.0 million

The company said it may receive up to €100.0 million in contingent additional cash consideration after closing, payable if the shareholders of the Buyer Parties' affiliated group realize a cash-on-cash multiple of 2.5x on their invested capital upon a change of control or an initial public offering of the group's parent company.

Source · Based on the filing body and exhibits

Transition services advance of €25.0 million and retained consideration of €120.0 million

Viatris said it received €25.0 million at closing as a partial advance payment for transition services fees and costs, and that €120.0 million of the cash consideration otherwise payable at closing was retained by the Buyer Parties in anticipation of a sale of certain portions of the business in select geographies.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.