Viatris Inc (VTRS): M&A transaction — Viatris closes $3.335B biosimilars sale to Biocon Biologics; receives $2B cash and 12.9% equity stake

On November 29, 2022, Viatris Inc., a Delaware corporation (“ Viatris ”), announced that it closed the previously announced transaction with Biocon Biologics Limited, a public limited company incorporated under the India Companies Act, 2013 (“ Biocon Biologics ”), involving the transfer by Viatris of substantially all of its biosimilars portfolio (the “ Biosimilars Business ”) to Biocon Biologics and its subsidiaries (the “ Transaction ”) in exchange for consideration from Biocon Biologics and its subsidiaries of $3.335 billion on a cash-free, debt-free basis, consisting of (a) $2.0 billion in cash consideration at closing, subject to certain adjustments as set forth in the Transaction Agreement (as defined below), (b) a convertible preferred equity stake in Biocon Biologics initially representing 12.9% of the equity in Biocon Biologics (on a fully diluted basis), which the parties’ valued at $1 billion in the Transaction, (c) $160.0 million in future cash consideration, payable on the

On November 28, 2022, prior to the closing of the Transaction, Viatris and Biocon Biologics entered into Amendment No. 1 (" Amendment No. 1 ") to the Transaction Agreement, dated as of February 27, 2022, between Viatris and Biocon Biologics