Filed by Mylan N.V.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6(b)
under the Securities Exchange Act of 1934
Subject Company: Mylan N.V.
Commission File No.: 333-199861
The following are excerpts of an employee communication issued by Mylan N.V. (Mylan) on March 10, 2020, relating to the proposed
business combination between Mylan and Upjohn Inc., Pfizer Inc.s off-patent branded and generic established medicines business.
We are also announcing that the expected commercial business units of Viatris will be Developed Markets, which includes North America and Europe; Greater
China; Growth Markets; and JANZ (Japan, Australia and New Zealand).
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Tony Mauro has been appointed Regional President, Developed Markets. He is currently Chief Commercial Officer at
Mylan.
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Paul Campbell has been appointed Chief Accounting Officer and Corporate Controller, a role he currently holds at
Mylan.
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Forward-Looking Statements
This communication contains forward-looking statements. Such forward-looking statements may include, without limitation, statements about the
proposed combination of Upjohn Inc. (Newco) and Mylan N.V. (Mylan), which will immediately follow the proposed separation of the Upjohn business (the Upjohn Business) from Pfizer Inc. (Pfizer) (the
proposed transaction), the expected timetable for completing the proposed transaction, the benefits and synergies of the proposed transaction, future opportunities for the combined company and products and any other statements regarding
Pfizers, Mylans, the Upjohn Businesss or the combined companys future operations, financial or operating results, capital allocation, dividend policy, debt ratio, anticipated business levels, future earnings, planned
activities, anticipated growth, market opportunities, strategies, competitions, and other expectations and targets for future periods. 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 parties ability to meet expectations regarding
the timing, completion and accounting and tax treatments of the proposed transaction; changes in relevant tax and other laws; the parties ability to consummate the proposed transaction; the conditions to the completion of the proposed
transaction, including receipt of approval of Mylans shareholders, not being satisfied or waived on the anticipated timeframe or at all; the regulatory approvals required for the proposed transaction not being obtained on the terms expected or
on the anticipated schedule or at all; inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements and the providing of estimates of financial measures, in accordance with accounting principles
generally accepted in the United States of America and related standards or on an adjusted basis; the integration of Mylan and Newco being more difficult, time consuming or costly than expected; Mylans, the Upjohn Businesss and the
combined companys failure to achieve expected or targeted future financial and operating performance and results; the possibility that the combined company may be unable to achieve expected benefits, synergies and operating efficiencies in
connection with the proposed transaction within the expected time frames or at all or to successfully integrate Mylan and Newco; customer loss and business disruption being greater than expected following the proposed transaction; the retention of
key employees being more difficult following the proposed transaction; any regulatory, legal or other impediments to Mylans, the Upjohn Businesss or the combined companys ability to bring new products to market, including but not
limited to where Mylan, the Upjohn Business or the combined company uses its business judgment and decides to manufacture, market and/or sell products, directly or through third parties, notwithstanding the fact that allegations of patent
infringement(s) have not been finally resolved by the courts (i.e., an at-risk launch); success of clinical trials and Mylans, the Upjohn Businesss or the combined companys
ability to execute on new product opportunities; any changes in or difficulties with Mylans, the Upjohn Businesss or the combined companys manufacturing facilities, including with respect to remediation and restructuring
activities, supply chain or inventory or the ability to meet anticipated demand; the scope, timing and outcome of any ongoing legal proceedings, including government investigations, and the impact of any such proceedings on Mylans, the Upjohn
Businesss or the combined companys consolidated financial condition, results of operations and/or cash flows; Mylans, the Upjohn Businesss and the combined companys ability to protect their respective intellectual
property and preserve their respective intellectual property rights; the effect of any changes in customer and supplier relationships and customer purchasing patterns; the ability to attract and retain key personnel; changes in third-party
relationships; actions and decisions of healthcare and pharmaceutical regulators; the impacts of competition; changes in the economic and financial conditions of the Upjohn Business or the business of Mylan or the combined company; uncertainties
regarding future demand, pricing and reimbursement for our, the Upjohn Businesss or the combined companys products; and uncertainties and matters beyond the control of management and other factors described under Risk Factors
in each of Pfizers and Mylans Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission
(SEC). These risks, as well as other risks associated with Mylan, the Upjohn Business, the combined company and the proposed transaction are also more fully discussed in the