Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-140778
Pricing Term Sheet
November 13, 2007
MYLAN INC. (the "Company")
Pricing Term Sheet
The following information supplements both (i) the Preliminary
Prospectus Supplement for the offering of Mandatory Convertible Preferred Stock
and (ii) the Preliminary Prospectus Supplement for the offering of Common Stock,
each dated November 1, 2007, filed pursuant to Rule 424(b) under the Securities
Act, Registration Statement No. 333-140778.
6.50% MANDATORY CONVERTIBLE PREFERRED STOCK OFFERING
TITLE OF SECURITIES: 6.50% Mandatory Convertible Preferred
Stock
AGGREGATE AMOUNT OFFERED: $1,860,000,000 of liquidation preference
SHARES ISSUED: 1,860,000
LIQUIDATION PREFERENCE
PER SHARE: $1,000.00
OVERALLOTMENT OPTION: 279,000 shares
PRICE TO PUBLIC: 100% of liquidation preference
ANNUAL DIVIDEND RATE: 6.50% per share on the liquidation
preference of $1,000.00 per share
($65.00 per annum), payable quarterly in
arrears in cash, shares of the Company's
common stock, or a combination thereof
at the Company's election.
FIRST DIVIDEND DATE: February 15, 2008
EXPECTED AMOUNT OF FIRST
DIVIDEND PAYMENT PER SHARE: $15.53
EXPECTED AMOUNT OF EACH SUBSEQUENT
DIVIDEND PAYMENT PER SHARE: $16.25
DIVIDEND CAP: $9.00
MANDATORY CONVERSION DATE: November 15, 2010
THRESHOLD APPRECIATION PRICE: $17.08 (represents an approximately 22%
appreciation over the initial price)
CONVERSION RATE: If the applicable market value of shares
of the Company's common stock is equal
to or greater than $17.08 (the
"threshold appreciation price"), then
the conversion rate will be 58.5480
shares of the Company's common stock per
share of mandatory convertible preferred
stock (the "minimum conversion rate"),
which is equal to $1,000.00 divided by
the threshold appreciation price.
If the applicable market value of shares
of the Company's common stock is less
than the threshold appreciation price,
but greater than $14.00 (the "initial
price"), then the conversion rate will
be $1,000.00 divided by the applicable
market value.
If the applicable market value of shares
of the Company's common stock is less
than or equal to the initial price, then
the conversion rate will be 71.4286
shares of the Company's common stock per
share of the Company's mandatory
convertible preferred stock (the
"maximum conversion rate"), which is
equal to $1,000.00 divided by the
initial price.
The maximum conversion rate and minimum
conversion rate will be subject to
anti-dilution adjustments.
CONVERSION AT OPTION
OF THE HOLDER: Other than during the cash acquisition
conversion period, holders of the
mandatory convertible preferred stock
will have the right to convert the
mandatory convertible preferred stock,
in whole or in part, at any time prior
to the mandatory conversion date, into
shares of common stock at the minimum
conversion rate of 58.5480 shares of
common stock per share of mandatory
convertible preferred stock, subject to
anti-dilution adjustments.
CASH ACQUISITION
CONVERSION RATE: The following table sets forth the cash
acquisition conversion rate per share of
mandatory convertible preferred stock
for each hypothetical stock price and
effective date set forth below:
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STOCK PRICE ON EFFECTIVE DATE
EFFECTIVE
DATE $14.00 $15.00 $17.50 $20.00 $25.00 $30.00 $35.00 $40.00 $45.00 $50.00 $75.00 $100.00
--------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------
11/19/2007 59.2213 58.8767 58.3258 58.0679 57.9688 58.0618 58.1809 58.2817 58.3575 58.4121 58.5204 58.5411
11/15/2008 60.4749 59.9422 59.0455 58.5813 58.2927 58.3072 58.3759 58.4354 58.4767 58.5033 58.5432 58.5473
11/15/2009 62.4499 61.5412 59.9469 59.1076 58.5658 58.5076 58.5224 58.5360 58.5428 58.5458 58.5480 58.5480
11/15/2010 71.4286 66.6667 58.5480 58.5480 58.5480 58.5480 58.5480 58.5480 58.5480 58.5480 58.5480 58.5480
If the stock price is in excess of
$100.00 per share, then the cash
acquisition conversion rate will be the
minimum conversion rate, subject to
anti-dilution adjustments. If the stock
price is less than $14.00 per share,
then the cash acquisition conversion
rate will be the maximum conversion
rate, subject to anti-dilution
adjustments.
CASH ACQUISITION DIVIDEND
MAKE-WHOLE PAYMENT: For any shares of mandatory convertible
preferred stock that are converted
during the cash acquisition conversion
period, in addition to the shares of
common stock issued upon conversion, the
Company must, in its sole discretion,
either (a) pay holders cash, to the
extent it is legally permitted to do so,
in an amount equal to the sum of (1) an
amount equal to any accrued, cumulated
and unpaid dividends on the mandatory
convertible preferred stock, whether or
not declared (including the pro rata
portion of the accrued dividend for the
then current dividend period), and (2)
the present value of all remaining
dividend payments on the mandatory
convertible preferred stock through and
including the mandatory conversion date
(excluding the pro rata portion of the
accrued dividend for the then current
dividend period), in each case, out of
legally available assets (the "cash
acquisition dividend make-whole
amount"), or (b) increase the number of
shares of common stock to be issued on
conversion by an amount equal to the
cash acquisition dividend make-whole
amount, divided by the stock price of
shares of the Company's common stock;
provided that, in no event shall the
Company increase the number of shares of
common stock to be issued in excess of
the amount equal to the cash acquisition
dividend make-whole amount divided by
$9.00, subject to anti-dilution
adjustments. The Company may make the
election to pay cash or increase the
number of shares of its common stock
issued upon conversion, in whole or in
part. The present value of the remaining
dividend payments will be computed using
a discount rate equal to 6.50%.
FRACTIONAL SHARES: No fractional shares of the Company's
common stock will be payable to any
holder in connection with any conversion
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or dividend. In lieu of any fractional
share of the Company's common stock, at
the Company's option, that holder will
be entitled to receive either (i) an
amount of shares rounded up to the next
whole number of shares or (ii) an amount
in cash (computed to the nearest cent)
equal to the same fraction of the
average daily closing price for the
applicable dividend reference period.
NET PROCEEDS OF THE MANDATORY
CONVERTIBLE PREFERRED STOCK
OFFERING AFTER UNDERWRITERS'
DISCOUNT: Approximately $1.8 billion
(approximately $2.1 billion if the
underwriters' overallotment option is
exercised in full).
USE OF PROCEEDS: The Company intends to use the net
proceeds from this offering to repay
outstanding indebtedness under the
Senior Unsecured Interim Loan Agreement
incurred to fund a portion of the
acquisition of Merck Generics and
related acquisition costs.
UNDERWRITERS' DISCOUNT: 3.00%
TRADE DATE: November 13, 2007
SETTLEMENT DATE: November 19, 2007
CUSIP: 628530206
DOCUMENTATION: The definitive terms of the mandatory
convertible preferred stock will be set
forth in a resolution of the Finance
Committee of the Board of Directors of
the Company and an amendment to the
Amended and Restated Articles of
Incorporation of the Company, as
amended, rather than in a certificate of
designations as described in the
preliminary prospectus supplements.
THE MANDATORY CONVERTIBLE PREFERRED STOCK HAS BEEN APPROVED FOR LISTING ON THE
NYSE UNDER THE SYMBOL "MYLPrA", SUBJECT TO OFFICIAL NOTICE OF ISSUANCE.
COMMON STOCK OFFERING
TITLE OF SECURITIES: Common Stock
SHARES ISSUED: 53,500,000 (100% primary)
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OVERALLOTMENT OPTION: 8,025,000 shares
PRICE TO PUBLIC: $14.00 per share
OUTSTANDING COMMON SHARES
AFTER OFFERING (ASSUMING NO
EXERCISE OF THE
UNDERWRITERS' OVERALLOTMENT
OPTION): Approximately 302 million shares (based
on the number of shares outstanding as
of September 30, 2007, and assuming no
exercise of the underwriters'
overallotment option) excluding (a)
26,755,853 shares issuable upon
conversion of the Company's 1.25% senior
convertible notes; (b) 26,755,853 shares
underlying the Company's convertible
note hedge and warrant transactions
associated with the Company's
convertible notes, (c) approximately 133
million shares that will be issuable
upon conversion of the 6.50% mandatory
convertible preferred stock (assuming no
exercise of the underwriters'
overallotment option and based on the
maximum conversion rate described above)
and (d) approximately 21,805,289 shares
issuable upon exercise of outstanding
stock options and restricted stock
awards.
NET PROCEEDS OF THE
COMMON STOCK OFFERING
AFTER UNDERWRITERS' DISCOUNT: Approximately $0.7 billion
(approximately $0.8 billion if the
underwriters' overallotment option is
exercised in full)
USE OF PROCEEDS: The Company intends to use the net
proceeds from this offering to repay
outstanding indebtedness under the
Senior Unsecured Interim Loan Agreement
incurred to fund a portion of the
acquisition of Merck Generics and
related transaction costs.
UNDERWRITERS' DISCOUNT: 3.50%
LAST SALE (ON NOVEMBER 13, 2007): $14.35
TRADE DATE: November 13, 2007
SETTLEMENT DATE: November 19, 2007
CUSIP: 628530107
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INFORMATION RELATING TO BOTH OFFERINGS
INCREASE IN NET PROCEEDS: Because of the increase in the size of
both offerings, the total net proceeds
to the Company (after underwriters'
discounts and expenses) are estimated to
be approximately $2.5 billion, without
giving effect to the exercise of the
overallotment options. All net proceeds
will be applied to repay indebtedness
under the Senior Unsecured Interim Loan
Agreement. The disclosure in the final
prospectuses will be amended to reflect
the fact that the amount of indebtedness
under the Senior Unsecured Interim Loan
Agreement to be repaid will be greater
than set forth in the preliminary
prospectus supplements. This includes
the disclosure under the "Pro Forma As
Adjusted" column in the "Capitalization"
section in the final prospectuses, which
will be amended to reflect the increased
amounts of preferred stock and common
stock outstanding and the lower amount
of interim loans outstanding after
giving effect to the offerings (which in
the case of the Interim Loans is
expected to be approximately $333.0
million). In addition, the disclosure
under the section entitled "Overview of
Financial Condition, Liquidity and
Capital Resources" in the final
prospectuses will be amended to reflect
such lower amount of interim loans
outstanding after the offerings and the
lower amount of scheduled interest
payments (in the table that appears
under the caption "Our debt maturities"
in such section) as a result of such
reduction in the amount of interim loans
outstanding.
AMENDMENT TO DESCRIPTION
OF CAPITAL STOCK: The information in the final
prospectuses relating to the description
of the Company's capital stock will be
amended to include a reference to the
fact that the Company has not elected to
opt out of, and therefore is subject to,
Subchapter 25F of the BCL (relating to
business combinations), which generally
delays for five years and imposes
conditions upon "business combinations"
between an "interested shareholder" and
the Company. The term "business
combination" is defined broadly to
include various transactions between a
corporation and an interested
shareholder including mergers, sales or
leases of specified amounts of assets,
liquidations, reclassifications and
issuances of specified amounts of
additional shares of stock of the
corporation. An "interested shareholder"
is defined generally as the beneficial
owner of at least 20% of a corporation's
voting shares.
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APPOINTMENT OF NEW
SENIOR VICE PRESIDENT AND
GLOBAL GENERAL COUNSEL: The Company has appointed Joseph F.
Haggerty as Senior Vice President and
Global General Counsel. He was formerly
Vice President, General Counsel and
Corporate Secretary of Sanofi-Aventis
U.S. Inc. Stuart A. Williams, formerly
Chief Legal Officer, is remaining with
the Company as Special Counsel in the
Office of the CEO.
The issuer has filed a registration statement (including prospectus supplements)
with the SEC for the offerings to which this communication relates. Before you
invest, you should read the prospectus supplements and the accompanying
prospectus in that registration statement and other documents the issuer has
filed with the SEC for more complete information about the issuer and these
offerings. You may get these documents for free by visiting EDGAR on the SEC Web
site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the applicable offering will arrange to send you the applicable
prospectus supplement if you request it by calling Merrill Lynch, Pierce, Fenner
& Smith Incorporated toll-free at 1-800-248-3580 or Goldman, Sachs & Co. at
1-866-471-2526.
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