Mylan N.V. (NASDAQ: MYL)
According to the Complaint, Mylan N.V. is a global pharmaceutical company.
On July 29, 2019, Mylan N.V.’s Board of Directors caused the Company to enter into a Business Combination Agreement (the “Agreement”) with Pfizer Inc. Pursuant to the terms of the Agreement, Newco and Mylan will combine their businesses, and Mylan shareholders will receive one share of Newco common stock for each Mylan ordinary share. Following the consummation of the Proposed Transaction, Mylan shareholders will hold 43% of the fully diluted outstanding shares of Newco common stock.
On February 13, 2020, Defendants filed a proxy statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction, which recommends that the Company’s stockholders vote to approve the Proposed Transaction at a special meeting of stockholders scheduled for April 27, 2020. The Complaint alleges that the Proxy Statement omits material information with respect to the Proposed Transaction, which renders the Proxy Statement false and misleading. Specifically, the Complaint alleges that the Proxy Statement fails to disclose: (i) all line items used to calculate (a) Adjusted EBITDA and (b) Unlevered Free Cash Flow; and (ii) a reconciliation of all non-GAAP to GAAP metrics.