Upjohn Inc., a wholly-owned subsidiary of Pfizer Inc. (NYSE: PFE), Upjohn Finance B.V., a wholly-owned subsidiary of Newco, Pfizer and Mylan N.V. (Nasdaq: MYL) today announced the pricing of a private offering of $7.45 billion aggregate principal amount of Newco's senior, U.S. dollar-denominated notes and a private offering of €3.60 billion aggregate principal amount of Finco's senior, euro-denominated notes, comprised of:

• $1,000 million aggregate principal amount of 1.125% senior notes due 2022;
• $750 million aggregate principal amount of 1.650% senior notes due 2025;
• $750 million aggregate principal amount of 2.300% senior notes due 2027;
• $1,450 million aggregate principal amount of 2.700% senior notes due 2030;
• $1,500 million aggregate principal amount of 3.850% senior notes due 2040;
• $2,000 million aggregate principal amount of 4.000% senior notes due 2050;
• €750 million aggregate principal amount of 0.816% senior notes due 2022;
• €750 million aggregate principal amount of 1.023% senior notes due 2024;
• €850 million aggregate principal amount of 1.362% senior notes due 2027; and
• €1,250 million aggregate principal amount of 1.908% senior notes due 2032.

Subject to customary closing conditions, the sales of the U.S. Dollar Notes are expected to close on or about June 22, 2020 and the sales of the Euro Notes are expected to close on or about June 23, 2020. Upon completion of each offering of Notes, the commitments under Newco's previously announced Bridge Loan Facility Commitment Letter dated as of July 29, 2019 will be automatically reduced in an amount equal to the aggregate net proceeds from such offering of Notes.

The Notes are being offered in connection with the previously announced proposed combination (the "Combination") of Pfizer's global, primarily off-patent branded and generic established medicines business (the "Upjohn Business") and Mylan. Prior to the Combination, Pfizer will contribute the Upjohn Business to Newco, so that the Upjohn Business is separated from the remainder of Pfizer's businesses (the "Separation"), and Pfizer will distribute to its stockholders all of the issued and outstanding shares of Newco's common stock held by Pfizer (the "Distribution"). In connection with the Separation, and as partial consideration for Pfizer's contribution of the Upjohn Business to Newco, Newco will make a cash payment of $12 billion to Pfizer. Newco intends to use the net proceeds from the offerings of the Notes, together with the net proceeds from other previously announced financing transactions, to fund in full that $12 billion cash payment to Pfizer and related transaction fees and expenses.

The U.S. Dollar Notes will be senior unsecured obligations of Newco. The U.S. Dollar Notes will initially be guaranteed on a senior unsecured basis by Pfizer. The guarantee by Pfizer will be automatically and unconditionally terminated and released without the consent of holders upon the consummation of the Distribution. Upon the consummation of the Combination, the Mylan entities (which will be subsidiaries of Newco following the Combination) that are issuers or guarantors of the outstanding senior unsecured notes issued by Mylan or Mylan Inc. (such notes, the "Mylan Notes" and, such issuers and guarantors, the "Mylan Guarantors") will become guarantors of the U.S. Dollar Notes, substantially concurrently with Newco becoming a guarantor of the Mylan Notes.

The Euro Notes will be senior unsecured obligations of Finco. The Euro Notes will be guaranteed on a senior unsecured basis by Newco and will initially be guaranteed on a senior unsecured basis by Pfizer. The guarantee by Pfizer will be automatically and unconditionally terminated and released without the consent of holders upon the consummation of the Distribution. Upon the consummation of the Combination, the Mylan Guarantors will become guarantors of the Euro Notes, substantially concurrently with Newco becoming a guarantor of the Mylan Notes.

The U.S. Dollar Notes are being offered in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The U.S. Dollar Notes have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from registration requirements.

The Euro Notes are being offered only to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The Euro Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from registration requirements.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA") or the United Kingdom ("U.K."). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or the U.K. has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or the U.K. may be unlawful under the PRIIPs Regulation. This news release does not constitute an advertisement for the purposes of Regulation (EU) 2017/1129.

This release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the U.S. Dollar Notes or the Euro Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Mylan

Mylan is a global pharmaceutical company committed to setting new standards in healthcare. Working together around the world to provide 7 billion people access to high quality medicine, we innovate to satisfy unmet needs; make reliability and service excellence a habit; do what's right, not what's easy; and impact the future through passionate global leadership. We offer a portfolio of more than 7,500 marketed products around the world, including antiretroviral therapies on which approximately 40% of people being treated for HIV/AIDS globally depend. We market our products in more than 165 countries and territories. We are one of the world's largest producers of active pharmaceutical ingredients. Every member of our approximately 35,000-strong workforce is dedicated to creating better health for a better world, one person at a time.

About Upjohn

With over 130 years of experience in improving patient lives, Pfizer Upjohn seeks to leverage our portfolio, global experience and expertise to become the trusted partner of choice for all stakeholders committed to improving patient health. We focus on relieving the burden of non-communicable diseases with trusted, quality medicines for every patient, everywhere, with the goal of treating 225 million new patients by 2025. Upjohn brings together 20 of the industry's most trusted brands — products such as Lipitor®, Norvasc®, Lyrica® and Viagra® — with world-class medical, manufacturing and commercial expertise in more than 120 countries. Upjohn's network of approximately 11,500 colleagues works together to be fast, focused and flexible to ensure that patients around the world access the healthcare they need.

Pfizer Inc.: Breakthroughs that change patients' lives®

At Pfizer, we apply science and our global resources to bring therapies to people that extend and significantly improve their lives. We strive to set the standard for quality, safety and value in the discovery, development and manufacture of health care products including innovative medicines and vaccines. Every day, Pfizer colleagues work across developed and emerging markets to advance wellness, prevention, treatments and cures that challenge the most feared diseases of our time. Consistent with our responsibility as one of the world's premier innovative biopharmaceutical companies, we collaborate with health care providers, governments and local communities to support and expand access to reliable, affordable health care around the world. For more than 150 years, we have worked to make a difference for all who rely on us.