Under the terms of the agreement, Viatris will contribute to Biocon Biologics its biosimilars portfolio and related commercial and operational
capabilities, amounting to 2022 estimated revenue of approximately $875 million
and 2022 estimated adjusted EBITDA of approximately
$200 million
, in exchange for pre-tax consideration of up to $3.335 billion, which represents a transaction multiple of 16.5x of estimated 2022
biosimilars adjusted EBITDA.
At the time of close, which is currently expected to occur in the second half of 2022 subject to satisfaction of closing conditions, including
certain regulatory approvals, Viatris will receive $3 billion in consideration in the form of a $2 billion cash payment and $1 billion of convertible
preferred equity. The Company will also receive up to $335 million as additional cash payments that are expected to be paid in 2024. Viatris
will own a stake of at least 12.9% of Biocon Biologics, on a fully diluted basis. Viatris will also have certain priority rights with respect to
certain liquidity events.
Pursuant to the transaction documents, Biocon Biologics will target an initial public offering (IPO) in India as early as late 2023. Viatris also
has the right to designate one member of the Biocon Biologics Board and intends to appoint its President, Rajiv Malik, to this seat. The
companies will also enter into a Transition Services Agreement (“TSA”), pursuant to which Viatris will provide certain transition services for an
expected two-year period, including commercialization services
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