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Mylan is making the tender offers as part of a broader strategy toestablish its new global capital structure and in preparation for theconsummation of its previously announced 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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In conjunction with the tender offers, Mylan is also soliciting consentsfrom holders of each series of Notes to eliminate substantially all of therestrictive covenants and certain events of default in the indenture governingthe Notes (the "Proposed Amendments"). Holders cannot tender their Noteswithout delivering their consent and cannot deliver a consent withouttendering their Notes.
The tender offers and consent solicitations are being made upon the termsand subject to the conditions described in the Offer to Purchase and ConsentSolicitation Statement and related Letter of Instructions dated August 31,2007. Each of the tender offers will expire at 12:00 midnight, New York Citytime, on September 28, 2007, unless any tender offer is extended at the solediscretion of Mylan (such date and time, as it may be extended, the"Expiration Time"). Holders must tender Notes and deliver their relatedconsents to the Proposed Amendments at or prior to 5:00 p.m., New York Citytime, on September 14, 2007, unless extended at the sole discretion of Mylanwith respect to any series of Notes (such date and time, as it may beextended, the "Consent Payment Deadline"), in order to receive the TotalConsideration (defined below), which includes the Consent Payment (definedbelow).
The "Total Consideration" Mylan will pay for each $1,000 principal amountof Notes validly tendered at or prior to the applicable Consent PaymentDeadline and accepted by Mylan for purchase will be the "fixed spread price"for such Notes calculated in accordance with standard market practice asdescribed in the Offer to Purchase and Consent Solicitation Statement,representing a present value calculation of future payment obligations inrespect of such Notes after the applicable Settlement Date (defined below) anduntil August 15, 2010 (the date on which the Notes mature or become redeemableat Mylan's option, as the case may be), using a discount rate equal to the sumof (i) the yield to maturity on the 4.125% U.S. Treasury Note due August 15,2010, as calculated by Merrill Lynch, Pierce, Fenner & Smith Incorporated andCitigroup Global Markets Inc. (the "Dealer Managers"), in accordance withstandard market practice, based on the bid-side price of such referencesecurity as of 2:00 p.m., New York City time on the Price Determination Time(defined below), as displayed on the Bloomberg Government Pricing Monitor PagePX5 or any recognized quotation source selected by the Dealer Managers intheir sole discretion if the Bloomberg Government Pricing Monitor is notavailable or is manifestly erroneous, plus (ii) a fixed spread of 50 basispoints.
With respect to each series of Notes, the applicable Total Considerationincludes a "Consent Payment" equal to $30 for each $1,000 principal amount ofNotes validly tendered and accepted for purchase. Holders tendering theirNotes pursuant to a tender offer will not receive the Consent Payment unlesstheir Notes are validly tendered at or prior to the applicable Consent PaymentDeadline and such tender offer is subsequently consummated. If a holdervalidly tenders Notes pursuant to a tender offer after the applicable ConsentPaym
