Viatris to Receive $400 Million in Cash and $415 Million in Equity Shares of Biocon Limited

Transaction Accelerates the Expiration of Biosimilars Non-Compete Restrictions

Viatris Inc.  announced that it has entered into definitive agreements with Biocon Limited ("Biocon") for the sale of Viatris' equity stake in Biocon Biologics Limited ("Biocon Biologics"). Under the definitive agreements, Biocon will acquire all of Viatris' convertible preferred equity in Biocon Biologics for total consideration of $815 million, consisting of $400 million in cash and $415 million in newly issued equity shares of Biocon.

"This agreement is another important step in Viatris' evolution," said Scott A. Smith, Chief Executive Officer, Viatris. "Monetizing the value of our equity stake in Biocon Biologics and regaining access to the biosimilars market globally provides significant additional optionality as we continue to build a portfolio of generics, established brands and innovative brands that can contribute to our future growth."

Key Terms of Transaction
Under the terms of the agreements, Viatris will sell its equity stake in Biocon Biologics to Biocon for $400 million in cash and $415 million in equity shares of Biocon Limited, which will be listed and traded on the National Stock Exchange of India. The shares are subject to a six-month lock up period. Transaction value will be subject to related taxes. In addition, the terms of the definitive agreements accelerate the expiration of biosimilars non-compete restrictions previously placed on Viatris in 2022 in connection with Viatris' sale of its biosimilars portfolio and related commercial and other capabilities to Biocon Biologics. These restrictions will expire immediately at the time of close for all ex-U.S. markets and in November 2026 for U.S. markets. The transaction is expected to close in Q1 2026, subject to satisfaction of closing conditions.

Citi is acting as financial advisor to Viatris. Cravath, Swaine & Moore LLP and Indian law firm Khaitan & Co. are acting as legal advisors to Viatris.