Cooper Consumer Health SAS made a binding offer to acquire Substantially All of the Over-the-Counter Business of Viatris Inc. (NasdaqGS:VTRS) for ?1.9 billion on October 1, 2023. Cooper Consumer Health SAS entered into a definitive transaction agreement to acquire Substantially All of the Over-the-Counter Business of Viatris Inc. (NasdaqGS:VTRS) in January 2024. Under the terms of the offer transaction, Viatris divested OTC business for consideration from the buyer parties of up to ?1,950.0 million in cash on a cash-free, debt-free basis, consisting of (a) ?1,850.0 million in cash consideration at closing, subject to certain adjustments as set forth in the transaction agreement, including for net indebtedness and net working capital, and (b) up to ?100.0 million in contingent additional cash consideration, which shall be payable by the buyer parties to Viatris following closing if the shareholders of the group of entities affiliated with the Buyer Parties realize a cash-on-cash multiple on invested capital of 2.5x on such shareholders? aggregate investment in such group upon a change of control of such group or an initial public offering of the parent company of such group. In accordance with the transaction agreement, ?120.0 million of the cash consideration that would otherwise have been payable at closing was retained by the Buyer Parties in anticipation of a sale of certain portions of the Business operated in select geographies, the proceeds of which will be allocated in accordance with the Transaction Agreement if and when executed. The consideration would be financed with a combination of committed equity financing, which has been provided by Cooper?s existing shareholders, and committed debt financing, which has been provided to Cooper by third-party lenders.

The transaction is subject to regulatory approvals, including European Commission (with respect to European antitrust laws and the European Union Foreign Subsidiaries Regulation), the Commission for Protection of Competition of the Republic of Serbia, the French Ministry of Economy and the Presidency of the Italian Council of Ministries, completion of any consultations with employee representatives, completion of consultations with applicable works councils, receipt of required consents and other closing conditions, including. The transaction is expected to close in Q2, 2024. The transaction agreement contains termination rights for Viatris and Cooper, in the event if the transaction is not consummated on or prior to August 1, 2024. On June 26, 2024 Viatris announced that the European Commission (EC) has approved the planned divestiture of substantially all of Viatris? Over-the-Counter business to Cooper Consumer Health. With all required clearances in place, the Company expects to have the divestiture completed in early July 2024. The proceeds will be used for Debt Paydown to Reach Gross Leverage Target of 3.0x in the First Half of 2024. Cravath, Swaine & Moore LLP and Saraf & Partners served as legal advisors to Viatris in the transactions and PricewaterhouseCoopers LLP served as an Accountant and Jefferies International Limited served as a financial advisor. Cédric Hajage, Grégoire Finance, Sebastian FitzGerald and Dvir Oren of Willkie Farr & Gallagher LLP is acting as legal advisor to Cooper. Bredin Prat & Associes acted as legal advisor to Viatris Inc. (NasdaqGS:VTRS). Banque Nomura France S.A. acted as financial advisor to Cooper Consumer Health SAS. Stijn de Jong and Jan Truijens Martinez of Stibbe N.V. acted as legal advisors for Viatris.

Cooper Consumer Health SAS completed the acquisition of Substantially All of the Over-the-Counter Business of Viatris Inc. (NasdaqGS:VTRS) on July 3, 2024.