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As previously announced, Mylan is making the tender offers as part of abroader strategy to establish its new global capital structure and inpreparation for the consummation of its proposed acquisition of Merck'sgeneric pharmaceutical business pursuant to a Share Purchase Agreement, datedMay 12, 2007, between Mylan and Merck Generics Holding GmbH, Merck S.A., MerckInternationale Beteiligung GmbH and Merck KGaA (the "Transaction").
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The total consideration for each series of Notes was determined as of 2:00p.m., New York City time, on September 14, 2007, using the bid-side yield ofthe 4.125% U.S. Treasury Note due August 15, 2010 (the "Reference Security"),in each case plus a fixed spread of 50 basis points and based on an assumedpayment date of October 1, 2007 (the "Settlement Date"). The yield on theReference Security was 4.101% and the tender offer yield in each case was4.601%. Accordingly, the total consideration, excluding accrued and unpaidinterest, for each $1,000 principal amount of Notes validly tendered and notvalidly withdrawn on or prior to 5:00 p.m., New York City time, on September14, 2007 (the "Consent Payment Deadline") is $1,030.52 in the case of the 2010Notes and $1,075.13 in the case of the 2015 Notes, which in each case includesa "Consent Payment" of $30.00 per $1,000 principal amount of Notes (the "TotalConsideration").
In addition to the applicable Total Consideration, tendering holders willreceive accrued and unpaid interest to, but not including, the Settlement Datewith respect to Notes validly tendered and not validly withdrawn prior to theConsent Payment Deadline.
Each of the tender offers will expire at 12:00 midnight, New York Citytime, on September 28, 2007, unless any tender offer is extended or earlierterminated at the sole discretion of Mylan (the "Expiration Time"). Holderswho validly tender their Notes after the Consent Payment Deadline and on orprior to the Expiration Time will receive the Total Consideration applicableto the Notes so tendered minus the Consent Payment, plus accrued and unpaidinterest to, but not including, the Settlement Date.
As of the Consent Payment Deadline, Mylan had received tenders of Notesand deliveries of related consents for approximately $147.4 million inaggregate principal amount of the 2010 Notes, representing 98.26% of theoutstanding 2010 Notes, and $349.8 million in aggregate principal amount ofthe 2015 Notes, representing 99.94% of the outstanding 2015 Notes.
Mylan's obligation to accept, and pay for, Notes of a series validlytendered pursuant to a tender offer is conditioned upon the satisfaction orwaiver of various conditions, including consummation of the Transaction andcertain general conditions described in the Offer to Purchase.
The complete terms and conditions of the tender offers and consentsolicitations are described in the Offer to Purchase, copies of which may beobtained by contacting Global Bondholder Services Corporation, the informationagent for the tender offers and consent solicitations, at (866) 804-2200(toll-free). Questions regarding the tender offers and consent solicitationsmay be directed to the Dealer Managers and Solicitation Agents for the tenderoffers and consent solicitations, Merrill Lynch, Pierce, Fen
