Biocon Biologics Limited entered into a definitive agreement to acquire biosimilars portfolio and related commercial and operational capabilities from Viatris Inc. (NasdaqGS:VTRS) for $3.3 billion on February 27, 2022. Pursuant to the terms of transaction, Biosimilars Portfolio will combine with Biocon Biologics in exchange for up to $3.335 billion on a cash-free, debt-free basis, representing a multiple to Viatris of 16.5x the biosimilar?s 2022 expected adjusted EBITDA. Consideration includes $2 billion (including $50 million payment from Viatris for capex funding) in upfront cash, $1 billion of convertible preferred equity, representing a stake of at least 12.9% in Biocon Biologics (on a fully diluted basis), and up to $335 million of additional payments that are expected to be paid in 2024. Viatris also will pay $50 million to BBL to fund certain capital expenditures. The cash payment of $2 billion to be funded by approximately $800 million raised through equity infusion in Biocon Biologics and the remainder to be funded by debt, additional equity or a combination thereof. $1.8 billion debt commitment received to finance the acquisition. BBL has received expressions of interest from financial institutions for debt financing and equity commitments from existing shareholders. Rajiv Malik, Viatris President, will represent Viatris on Biocon Biologics Board while Kiran Mazumdar-Shaw will continue as Executive Chairperson of Biocon Biologics.

The transaction is subject to satisfaction of closing conditions, including certain regulatory approvals. Consummation of the Transaction is subject to various closing conditions, including, among others, (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain consents and approvals, including regulatory approvals in India, (ii) the consummation of an approximately $500 million committed equity financing from Biocon Limited and an approximately $300 million committed equity financing from Serum Institute Life Sciences Private Limited, (iii) the continued effectiveness of certain agreements between Biocon Biologics and Serum and (iv) other customary closing conditions. The Board of Directors of both companies have approved the transaction. As of November 16, 2022, Biocon Biologics Limited has allotted equity shares to Biocon Limited and its affiliate for an amount $380 million. Biocon Limited's stake in Biocon Biologics Limited will be 88.15% post allotment of shares. Transaction is expected to close in second half of 2022. The transaction is expected to be accretive.

Tom Davidson and Tarek Aguizy of PJT Partners acted as financial advisor for Board of Viatris. AlixPartners acted as strategic advisor to the management team on Viatris? comprehensive strategic review. Mark I. Greene, J. Leonard Teti, Jonathan J. Katz, David J. Kappos, Margaret T. Segall, Matthew Morreale and Aaron M. Gruber of Cravath, Swaine & Moore LLP and Mohit Saraf, Bikash Jhawar, Vivek Pareek, Sahil Arora, Lokesh Shah, Murtaza Zoomkawala, Akshayy S Nanda, Gayatri Roy, Ajay Bhadu and Aastha Trehan, Real Estate; Akshay Jain of Saraf & Partners acted as legal advisors for Viatris. Kunal Kashyap, Akhilesh Nand and Arindam Datta of Allegro Capital acted as financial advisor while Graham Defries, Tim Worden, Bob Crawford, Jennifer Fay, Sarah Bock, Kara Kuritz, Susan Lee, Matt Wetzel, Huiya Wu, Robby Stein, Alex Apostolopoulos, Rich Matheny, Morgan Mordecai, Lucy Charlton and Michael R. Patrone of Goodwin Procter LLP and Iqbal Khan and Ambarish of Shardul Amarchand Mangald as acted as legal advisors for Biocon Biologics. Shwetambari Rao, Puneet Prabhakar, Tripti Sinha of Krishnamurthy and Co. acted as due diligence provider for Biocon Biologics Limited in the transaction. PricewaterhouseCoopers acted as financial advisor for Biocon Biologics Limited. Jamie McLaren and Harry Evans of Herbert Smith LLP, Singapore acted as legal advisor to Goldman Sachs (India) Alternative Investment Management Private Limited, shareholder of Biocon Biologics Limited. Ernst & Young acted as financial advisor to Biocon Biologics Limited. Tom Brassington of Hogan Lovells acted as a legal advisor to Viatris Inc. PJT Partners LP acted as financial advisor to Biosimilars Portfolio and Related Commercial and Operational Capabilities of Viatris Inc.
Biocon Biologics Limited completed the acquisition of biosimilars portfolio and related commercial and operational capabilities from Viatris Inc. (NasdaqGS:VTRS) on November 29, 2022.