Mylan (MYL) merger with Upjohn to form Viatris (VTRS)

Mylan completed its merger with the Upjohn unit of Pfizer in mid-November of 2020. The merged company took the name Viatris (VTRS). Mylan shareholders received Viatris shares in the merger. The SEC filing for this merger can be found at this web address:

https://investor.mylan.com/static-files/27668bc3-b8df-4a4d-ad0d-d544cca77fbf

This is a taxable event for Mylan shareholders. It is treated as a sale of Mylan for the value of the Viatris shares received. This is followed by a purchase of the Viatris shares received. The sale proceeds and the total cost of the purchase should be the same in this situation.

NOTE:The sale price for Mylan and purchase price for Viatris are to be at Fair Market Value (FMV). Unfortunately, tax law is vague on how to determine FMV in these instances. It is possible the value used in these instructions will differ from the value used by your broker. This will result in a difference between your records and your broker. These differences are usually small and when reporting tax information, the ICLUBcentral tax printer will automatically fill-in the appropriate forms to reconcile any differences during the normal operation of the tax printer using your records and information you enter from a 1099.

Since this is a taxable event these instructions will use a FMV for Mylan that will lower current realized gain and defer any possible additional gain from the merger into the future when Viatris is sold.

Mylan noted in its SEC filing that the exchange ratio of MYL for VTRS shares may change due to the possibility of Dutch taxes due from the merger. At the time these instructions were written all indications are the originally stated 1:1 exchange ratio applied. The entries to affect this merger in the accounting records may need to be edited or deleted and re-entered if this information changes.

The Sale Entry Go to Transactions > Sell or Accounting > Securities > Sell depending on the version of the software being used.

Here is the information needed for Mylan shareholders to complete the sale portion of the merger.

  • Date: 11/17/2020
  • Select Security: Mylan (MYL)
  • Shares Sold :  Use the Sell All button or link to include all MYL shares owned.
  • Sale Total : 15.64 x (# of Mylan shares owned)
    • For example, if you owned 100 MYL shares, you enter 15.64 x 100 = 1564.00

Save the transaction and the sale portion of the merger is completed.

The Buy Entry Go to Transactions > Buy or Accounting > Securities > Buy depending on the version of the software being used.

Here is the information needed for Mylan shareholders to complete the buy portion of the merger.

  • Date: 11/17/2020
  • Select Security: Viatris (VTRS)
  • Shares: Is the same as # of Mylan shares owned before merger.
    • For example, if you owned 100 MYL shares, buy 100 VTRS shares.
  • Total Cost: Match the sale proceeds from the sale entry above.

For example, if you sold 100 MYL shares for 1564.00 in the sale portion, enter 1564.00 for the total cost of this buy.