POTTERS BAR, England,
April 24, 2015 /PRNewswire/
-- On 8 April 2015, Mylan N.V.
(NASDAQ: MYL) issued a Rule 2.4 announcement under the Irish
Takeover Rules stating that it had made a non-binding proposal to
acquire Perrigo (NYSE: PRGO; TASE) for US$205 in a combination of cash and Mylan stock
for each Perrigo share. The Rule 2.4 announcement followed the
delivery of that proposal to Perrigo's Chairman on 6 April
2015.
Mylan today issued a Rule 2.5 announcement setting forth its
legally-binding commitment to commence an offer for the entire
issued and to be issued share capital of Perrigo. Under the
terms of the offer announced today, Perrigo shareholders will
receive US$60 in cash and 2.2 Mylan
ordinary shares for each Perrigo ordinary share. The offer is
subject to certain conditions and other terms set forth in the
formal Rule 2.5 announcement. The offer is fully financed, cash
confirmed and not conditional on due diligence.
It is expected that, following the consummation of the
transaction, Mylan shareholders will own approximately 61.8% of the
outstanding Mylan ordinary shares on a fully diluted basis and
former Perrigo shareholders will own approximately 38.2% of the
outstanding Mylan ordinary shares on a fully diluted basis.
Mylan expects the combination will result in at least
US$800 million of annual pre-tax
operational synergies by the end of year four following the
consummation of the offer. The synergy estimate was prepared using
a sound process and was independently reported on by the Irish firm
of PricewaterhouseCoopers and Goldman Sachs International in
accordance with the requirements of the Irish Takeover Rules. The
transaction is expected to be immediately accretive to EPS on a
fully-synergized basis and it is anticipated that substantial free
cash flows will drive rapid deleveraging and enhanced reinvestment
into the business, with the combined company expected to maintain
its investment grade credit profile.
Mylan's Executive Chairman Robert J.
Coury commented, "Mylan has today begun a legally-binding
process under the Irish Takeover Rules to commence its offer for
Perrigo, demonstrating our commitment to making this compelling
combination a reality.
"We are taking this next critically important step, which begins
the clock under the rigid timeframe set by the Irish Takeover
Rules, in order to continue to ensure clarity and certainty around
our intentions for investors, particularly in light of the strong
market reaction to this combination and demands from investors for
us to take this step.
"Not only have we fully financed our offer and already incurred
significant non-refundable financing fees, our offer also is cash
confirmed and not conditional on due diligence. Additionally, we
also have made a "hell or high water" commitment to obtain US
antitrust clearance. All of this further underscores our confidence
in, and commitment to, completing this transaction in the timeliest
manner possible.
"Mylan fully intends to comply with all requirements of the
Irish Takeover Rules that govern this process. As such, we would
like to caution investors that we will be limited in our ability to
disclose certain forward-looking information. However, we believe
the financial and strategic benefits outlined in our Rule 2.4
announcement and today's Rule 2.5 announcement leave no doubt as to
the value that would be created by this combination.
"While we are disappointed by the decision of the Perrigo Board
to reject our proposal without entering into discussions thus far,
we are still hopeful and confident that we can engage with their
Board about our offer and how to best bring our organizations
together.
"As evidenced by today's Rule 2.5 announcement, we remain
steadfast in our offer to acquire Perrigo, given the
substantial opportunities we anticipate it will create for our
company, shareholders and other stakeholders. We will not be
distracted from the pursuit of this exciting, value-creating
combination."
Mylan's Chief Executive Officer Heather
Bresch commented, "The combination of Mylan and Perrigo
demonstrates clear and compelling industrial logic and will
generate significant value for customers, patients, employees,
stockholders and other stakeholders through the creation of a
one-of-a-kind global healthcare company that has complementary
businesses and cultures, unmatched scale in its operations, one of
the industry's broadest and most diversified portfolios, and
immense reach across distribution channels around the world.
This unique infrastructure will be able to maximize evolving
industry dynamics and capitalize on key trends, including the
unprecedented number of Rx to OTC switches underway. We are well
positioned to leverage all of these assets and trends, as well as
Mylan's strong brand equity, to redefine how healthcare is
delivered."
The cash portion of the consideration in the offer will be
financed by a new bridge credit facility arranged by Goldman Sachs
Bank USA. Goldman, Sachs & Co., in its capacity as
financial advisor to Mylan, has stated that it is satisfied that
sufficient resources will be available to satisfy in full the cash
consideration payable upon full acceptance of the offer by
Perrigo's shareholders.
The making of the offer to Perrigo shareholders is
pre-conditioned on the first in time of the following having
occurred: (i) the expiration or termination of all applicable
waiting periods (including any extensions thereof) under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
of the United States and the rules
and regulations thereunder (the "HSR Act"), (ii) a final
decision to clear or approve the consummation of the acquisition of
Perrigo contemplated by the offer under the HSR Act having been
obtained, irrespective of the conditions attaching thereto, or
(iii) 13 September 2015. The offer is subject to customary
conditions for an offer governed by the Irish Takeover Rules.
Goldman Sachs is acting as financial advisor, and Cravath,
Swaine & Moore LLP is acting as legal advisor, to Mylan, with
Arthur Cox acting as legal advisor
in Ireland.
This announcement is being made pursuant to Rule 2.5 of the
Irish Takeover Rules.
ABOUT MYLAN
Mylan is a global pharmaceutical company committed to setting
new standards in healthcare. Working together around the world to
provide 7 billion people access to high quality medicine, we
innovate to satisfy unmet needs; make reliability and service
excellence a habit; do what's right, not what's easy; and impact
the future through passionate global leadership. We offer a growing
portfolio of around 1,400 generic pharmaceuticals and several brand
medications. In addition, we offer a wide range of antiretroviral
therapies, upon which approximately 40% of HIV/AIDS patients in
developing countries depend. We also operate one of the largest
active pharmaceutical ingredient manufacturers and currently market
products in about 145 countries and territories. Our workforce of
approximately 30,000 people is dedicated to creating better health
for a better world, one person at a time. Learn more at
mylan.com.
THE DISTRIBUTION OF THIS COMMUNICATION IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED OR AFFECTED BY THE LAWS OF SUCH
JURISDICTIONS. ACCORDINGLY, COPIES OF THIS COMMUNICATION ARE NOT
BEING, AND MUST NOT BE, MAILED OR OTHERWISE FORWARDED, DISTRIBUTED
OR SENT IN, INTO, OR FROM ANY SUCH JURISDICTION.
For immediate release
24 April 2015
OFFER BY
MYLAN N.V.
FOR
THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL
OF
PERRIGO COMPANY PLC
1.
Introduction
On 6 April 2015, the Executive
Chairman of Mylan N.V. ("Mylan") delivered a non-binding
proposal (the "Proposal") to acquire Perrigo Company plc
("Perrigo") in a cash-and-stock transaction to Perrigo's
Chairman. On 8 April 2015,
Mylan issued an announcement (the "2.4 Announcement")
that it had made the Proposal, under which the Perrigo Shareholders
would receive US$205 in a combination
of cash and Mylan stock for each Perrigo Share. On
21 April 2015, Perrigo issued an
announcement rejecting the Proposal, without having engaged in any
discussions with Mylan about the Proposal.
Mylan has repeatedly offered to have a constructive dialogue
with Perrigo on the Proposal, but Perrigo has refused. Mylan
is disappointed that the Perrigo Board has not engaged with it in
discussions about this offer which provides significant value
creation for the Perrigo Shareholders. Nonetheless, Mylan
believes that a combination of Mylan and Perrigo offers clear and
compelling strategic and financial benefits to shareholders and
other stakeholders of both companies. Mylan therefore remains
committed to completing this transaction.
Mylan is making this announcement solely on the basis of
publicly available information, as it has not been given any access
to due diligence by Perrigo. Mylan's 2.4 Announcement stated that
the making of an offer was subject to the pre-condition of
confirmatory due diligence (the "Due Diligence
Pre-Condition"), which has not been satisfied. The Due
Diligence Pre-Condition is capable of waiver by Mylan at its
discretion. In issuing this announcement, Mylan hereby waives the
Due Diligence Pre-Condition.
2.
Terms of the Offer
Mylan today announces an offer for the entire issued and to be
issued share capital of Perrigo. Under the terms of the Offer
and subject to the HSR Pre-Condition and the conditions and other
terms set forth in Appendix I, Perrigo Shareholders will receive
US$60 in cash (the "Cash
Consideration") and 2.2 Mylan Shares (the "Share
Consideration" and, together with the Cash Consideration, the
"Offer Price") for each Perrigo Share.
The Offer would provide a very significant cash payment to
Perrigo Shareholders. In addition, even with conservative
assumptions for what Mylan believes to be significant and
meaningful operational synergies, Mylan believes the Offer would
provide Perrigo Shareholders with an equity value in the combined
company that is even greater than their equity ownership in Perrigo
today.
It is expected that, following the consummation of the Offer and
the compulsory acquisition by Mylan of any Perrigo Shares not
acquired pursuant to the Offer, Mylan shareholders will own
approximately 61.8% of the outstanding Mylan Shares on a fully
diluted basis and former Perrigo Shareholders will own
approximately 38.2% of the outstanding Mylan Shares on a fully
diluted basis.
The making of the Offer is pre-conditioned on the first in time
of the following having occurred: (i) the expiration or termination
of all applicable waiting periods (including any extensions
thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, of the United
States and the rules and regulations thereunder (the "HSR
Act"), (ii) a final decision to clear or approve the
consummation of the acquisition of Perrigo contemplated by the
Offer under the HSR Act having been obtained, irrespective of the
conditions attaching thereto, or (iii) 13
September 2015 (the "HSR Pre-Condition"). Mylan
reserves the right to waive the HSR Pre-Condition.
Mylan has an unconditional commitment to take all actions,
including making regulatory submissions, responding to information
requests and doing everything necessary to procure a decision from
the US Federal Trade Commission, including making any and all
divestitures and other substantive actions, necessary or required
in order to ensure that the HSR Pre-Condition is satisfied.
Subject to the HSR Pre-Condition being satisfied or waived by
Mylan, the Offer will be made subject to the conditions and other
terms set forth in Appendix I, each of which will also be set forth
in the Offer Document. The Offer will also be subject to the
further terms to be set out in the Offer Document and the
Acceptance Documents.
No fractions of Mylan Shares comprising the Share Consideration
will be issued to Perrigo Shareholders. Any fractional
entitlements will be rounded up or down to the nearest whole number
(with fractional entitlements to 0.5 of a Mylan Share being rounded up).
Mylan is required to file a registration statement on Form S-4
(a "Registration Statement") with the SEC in connection with
the Offer. The Registration Statement will contain the Offer
Document in relation to the Offer for the purposes of the Irish
Takeover Rules. The Offer Document will be posted to Perrigo
Shareholders promptly after the Registration Statement is declared
effective by the SEC, provided that the HSR Pre-Condition has been
satisfied or waived by Mylan. Depending on the identity and the
location of the Perrigo Shareholders, Mylan may also be required to
publish a prospectus in relation to the Offer that has been
approved by the Netherlands Authority for the Financial Markets
and/or the Israel Securities Authority. Mylan intends to
comply with all applicable law in the event that any such
prospectus is required.
The Perrigo Shares will be acquired pursuant to the Offer fully
paid and free from all Encumbrances and together with all rights
now or hereafter attaching thereto (including without limitation
voting rights and the right to receive, and retain in full, all
dividends and other distributions (if any) declared, made or paid,
or any other return of capital (whether by reduction of share
capital or share premium account or otherwise) made on or after the
date of this announcement). Mylan reserves the right to reduce
(subject to the consent of the Irish Takeover Panel, if required)
the Offer consideration, through an appropriate mechanism, in the
event that any such dividends or other distributions are
declared.
The Offer will not extend to any Perrigo Shares which are
cancelled after the date the Offer is made or which are held, or
become held, as treasury shares.
3.
Compelling Reasons for Acceptance
Mylan believes that the Offer is compelling given that:
- the Offer Price represents a meaningful premium for the Perrigo
Shareholders;
- if the Offer is consummated, Perrigo Shareholders will become
shareholders of Mylan, which has a clear track record of creating
shareholder value, with an annualized three year total
shareholder return of approximately 36 percent;
- the combination of Mylan and Perrigo will result in a combined
company with a strong financial profile, including:
- approximately US$15.3 billion in
2014 pro forma sales;
- immediate accretion to EPS on a fully-synergized basis;
- at least US$800 million of annual
pre-tax operational synergies expected by the end of year four
following the consummation of the Offer;
- substantial free cash flows to drive rapid deleveraging and
enhanced reinvestment into the business, with the combined company
expected to maintain an investment grade credit rating;
- opportunities for meaningful growth given the strength of the
combined businesses, rich pipeline of launches and opportunities to
mean even more to customers across business lines; and
- potential for continued expansion through business development
and acquisitions across business lines; and
- the Offer is fully financed, cash confirmed and not conditional
on due diligence.
Moreover, Mylan is confident in its ability to integrate
Perrigo. Mylan has a demonstrated ability to acquire and
integrate large and complex assets, with a proven track record of
achieving and exceeding synergy targets and maximizing the values
of the assets acquired in past transactions. In addition, Mylan
believes that its and Perrigo's shared culture of integrity,
respect and responsibility and common focus on innovation,
reliability and customer service will be key contributors to a
successful integration.
In addition to the compelling value to shareholders, a
combination of Mylan and Perrigo would offer substantial benefits
to the other stakeholders of both companies. For example, the
combination would provide a broader variety of opportunities to
employees and increased stability for the communities in which the
companies operate and serve. The position of creditors,
customers and suppliers would also be enhanced by the combined
company's scale and significant cash flows, and patients would
receive improved access to affordable, high quality medicine
through increased scale across geographies and robust capabilities
to drive innovation.
4.
Information About Mylan
Mylan is a global pharmaceutical company committed to setting
new standards in healthcare. Working together around the world to
provide 7 billion people access to the broadest range of high
quality, affordable medicine, Mylan innovates to satisfy unmet
needs; makes reliability and service excellence a habit; does
what's right, not what's easy; and impacts the future through
passionate global leadership. Mylan offers a growing portfolio of
around 1,400 generic pharmaceuticals and several brand medications.
In addition, Mylan offers a wide range of antiretroviral therapies,
upon which approximately 40% of HIV/AIDS patients in developing
countries depend. Mylan also operates one of the largest active
pharmaceutical ingredient ("API") manufacturers, and
currently market products in about 145 countries and territories.
Mylan's workforce of approximately 30,000 people is dedicated to
creating better health for a better world, one person at a time.
Learn more about Mylan at mylan.com.
Mylan is a public limited liability company (naamloze
vennootschap) organized and existing under the laws of
the Netherlands, with its
corporate seat (statutaire zetel) in Amsterdam, the Netherlands, and its principal
executive offices located at Albany Gate, Darkes Lane, Potters Bar, Herts EN6 1AG, United Kingdom. Mylan's ordinary shares (the
"Mylan Shares") are traded on NASDAQ under the symbol
"MYL".
5.
Information About Perrigo
Perrigo, a top five global over-the-counter ("OTC")
consumer goods and pharmaceutical company, offers consumers and
customers high quality products at affordable prices. From its
beginnings in 1887 as a packager of generic home remedies, Perrigo
has grown to become the world's largest manufacturer of OTC
products and supplier of infant formulas for the store brand
market. Perrigo is also a leading provider of generic extended
topical prescription products and receives royalties from Multiple
Sclerosis drug Tysabri®. Perrigo provides "Quality Affordable
Healthcare Products®" across a wide variety of product categories
and geographies primarily in North
America, Europe, and
Australia, as well as other key
markets including Israel and
China.
Perrigo is incorporated under the laws of Ireland with its principal executive offices
located at Treasury Building, Lower Grand Canal Street,
Dublin 2, Ireland. The Perrigo Shares are traded on the
NYSE and TASE, in each case under the symbol "PRGO".
Tysabri® is a registered trademark of Biogen MA
Inc. Quality Affordable Healthcare Products® is a registered
trademark of L. Perrigo Company.
6.
Financing the Offer
The Cash Consideration will be financed by a new bridge credit
facility arranged by Goldman Sachs Bank. Further information on the
corporate structure of Mylan and the financing of the Cash
Consideration will be set out in the Offer Document.
Goldman, Sachs & Co., as financial advisor to Mylan, is
satisfied that sufficient resources are available to satisfy in
full the Cash Consideration payable upon full acceptance of the
Offer.
7.
Convertible Securities and Rights Under Perrigo Share Plans
The Offer will be extended to any Perrigo Shares which are
issued or unconditionally allotted and fully paid (or credited as
fully paid) while the Offer remains open for acceptance (or,
subject to the Irish Takeover Rules, by such earlier date as Mylan
may decide), including, without limitation, any Perrigo Shares
issued pursuant to the exercise of options to subscribe for Perrigo
Shares or rights to otherwise acquire Perrigo Shares under the
Perrigo Share Plans.
Mylan will make appropriate proposals to the holders of options
to subscribe for Perrigo Shares or rights to otherwise acquire
Perrigo Shares under the Perrigo Share Plans (the "Perrigo
Equity Award Holders"), subject to the Offer becoming or being
declared unconditional in all respects.
8.
Disclosure of Interests and Short Positions in Perrigo
As at 20 April 2015, neither Mylan
nor any person acting in concert with Mylan had any interest, or
held any short position, in any relevant securities of Perrigo and
neither Mylan nor any associate of Mylan had any arrangement to
which Rule 8.7 applies relating to relevant securities of Perrigo.
For these purposes, "associate" and "arrangement to which Rule 8.7
applies" have the meanings given to those terms in the Irish
Takeover Rules. An "arrangement to which Rule 8.7 applies" includes
any indemnity or option arrangement, and any agreement or
understanding, formal or informal, of whatever nature, between two
or more persons relating to relevant securities which is, or may
be, an inducement to one or more of such persons to deal or refrain
from dealing in such securities.
9.
Compulsory Acquisition, De-listing and Re-registration
If the Offer becomes or is declared unconditional in all
respects and sufficient acceptances have been received, Mylan
intends to apply the provisions of Section 204 of the Companies Act
of 1963 of Ireland, as amended, or
Sections 456 to 460 of the Companies Act of 2014 of Ireland, as the case may be, to acquire
compulsorily any outstanding Perrigo Shares not acquired or agreed
to be acquired pursuant to the Offer or otherwise.
As soon as it is appropriate and possible to do so, and subject
to the Offer becoming or being declared unconditional in all
respects, Mylan intends to apply for the cancellation of the
listing and trading of Perrigo Shares on the NYSE and TASE. Such
cancellation of the listing and trading of Perrigo Shares is likely
to reduce significantly the liquidity and marketability of any
Perrigo Shares with respect to which the Offer has not been
accepted. Mylan intends to take, or cause to be taken, all actions,
and do or cause to be done all things, reasonably necessary, proper
or advisable on its part under applicable law to cause the
deregistration of the Perrigo Shares under the US Exchange Act as
soon as practicable after such delisting.
Following cancellation of the listing and trading of Perrigo
Shares on the NYSE and TASE, Mylan intends to procure that Perrigo
is re-registered as a private company under the relevant provisions
of the Companies (Amendment) Act 1983 of Ireland, or the Companies Act of 2014 of
Ireland, as the case may
be.
10.
Mylan Shareholder Approval and Listing Application
Mylan Shareholders must approve the Offer, the issuance of the
Share Consideration and any other resolutions instrumental to the
Offer prior to the completion of the Offer. The necessary
resolutions will therefore be put to an extraordinary general
meeting of Mylan. In addition, prior to the completion of the
Offer, application will be made for the admission to trading on
NASDAQ of the new Mylan Shares that will comprise the Share
Consideration.
11.
Non-Irish or US Shareholders
The availability of the Offer to persons not resident in
Ireland or the United States may be affected by the laws
of the jurisdiction in which they are resident. Persons who are
resident in any jurisdiction or territory other than Ireland or the
United States should obtain professional advice and observe
any applicable requirements. Further details in relation to
overseas shareholders will be contained in the Offer Document.
12.
Takeover Rules Derogations
Rule 10.6 Derogation
Rule 10.6 of the Irish Takeover Rules states that, except as
otherwise directed by the Panel, the Offer shall be deemed to
become unconditional as to acceptances and the acceptance condition
of the Offer shall be deemed satisfied when and only when Mylan's
receiving agent issues a certificate to Mylan which certifies that
the number of acceptances of the Offer received, together with the
number of shares otherwise acquired, are sufficient to meet the
requirements of the acceptance condition of the Offer and that this
certificate must be issued promptly once the receiving agent is
satisfied that the acceptance condition has been met.
Rule 34 of the Irish Takeover Rules states that an acceptor of
the Offer shall be entitled to withdraw his or her acceptance from
the date which is 21 calendar days after the first closing date of
the Offer, if the Offer has not by such date become unconditional
as to acceptances. Such entitlement to withdraw acceptances is
exercisable until the earlier of: (i) the time at which the Offer
becomes unconditional as to acceptances; and (ii) the final time at
which the Offer could become unconditional as to acceptances
pursuant to the Irish Takeover Rules.
In contrast to the Irish Takeover Rules (which provide for
withdrawal rights only during limited times during the Offer
Period), US securities laws require Mylan to permit acceptors of
the Offer to withdraw their acceptances at any time from posting of
the Offer Document until the Offer is declared wholly unconditional
or lapses.
On 24 April 2015, the Irish
Takeover Panel agreed to grant Mylan a derogation from Rule
10.6.
The Irish Takeover Panel granted this derogation in order to
harmonise the requirements of the Irish Takeover Rules and US
securities laws. The derogation means that Mylan does not have to
declare the Offer unconditional as to acceptances until all other
conditions have been satisfied. This in turn means that
acceptors of the Offer can withdraw their acceptances at any time
from the posting of the Offer Document until the Offer is declared
wholly unconditional, provided that: (i) Mylan is under no
obligation to declare the Offer unconditional as to acceptances
until all other conditions are satisfied; and (ii) if the Offer has
not become wholly unconditional by the sixtieth calendar day after
the posting of the Offer Document it will lapse.
Rule 13.2 Consent
Rule 13.2 of the Irish Takeover Rules states that, except with
the consent of the Panel, a person shall not announce pursuant to
Rule 2.5 of the Irish Takeover Rules a firm intention to make an
offer (i.e. this announcement) the making of which would be subject
to any pre-condition.
On 24 April 2015, the Irish
Takeover Panel consented to Mylan including the HSR Pre-Condition
in this announcement.
The derogation described above (in relation to Rule 10.6 of the
Irish Takeover Rules) requires the Offer to be wholly unconditional
by no later than the sixtieth calendar day following the posting of
the Offer Document ("Day 60").
All applicable waiting periods (including any extensions
thereof) under the HSR Act must expire or terminate before Mylan
consummates the Offer. Based on previous transactions in the
pharmaceutical industry, it is estimated that it could take between
four and seven months for such periods to expire. There is
therefore little or no prospect of Mylan being able to satisfy such
requirement in time to prevent the Offer from lapsing (i.e. by Day
60).
In order to resolve this conflict and to make it possible for
the Offer to become wholly unconditional by the deadlines imposed
by the Irish Takeover Rules, the Irish Takeover Panel consented to
Mylan including the HSR Pre-Condition in this announcement.
The making of the Offer itself (and the posting of the Offer
Document) is therefore conditioned on the first in time of the
following having occurred: (i) the expiration or termination of all
applicable waiting periods (including any extensions thereof) under
the HSR Act, (ii) a final decision to clear or approve the
consummation of the acquisition of Perrigo contemplated by the
Offer under the HSR Act having been obtained, irrespective of the
conditions attaching thereto, or (iii) 13 September 2015.
13.
General
Subject to the HSR Pre-Condition being satisfied or waived by
Mylan, the Offer will be made subject to the conditions and other
terms set out in Appendix I, each of which will also be set out in
the Offer Document. The Offer Document will include full details of
the Offer and the expected timetable and will be accompanied by the
Acceptance Documents.
The Offer Document and the Acceptance Documents will be
despatched to Perrigo Shareholders and, for information only, to
Perrigo Equity Award Holders promptly after the Registration
Statement is declared effective by the SEC, provided that the HSR
Pre-Condition has been satisfied or waived by Mylan. The Offer will
be governed by the laws of the US and Ireland and will be subject to the applicable
requirements of the Irish Takeover Rules, the US Exchange Act, the
Securities Law, 5728-1968, of the State
of Israel, NYSE and other applicable laws.
Appendix II contains the bases of calculation and sources of
certain information contained in this announcement. Appendix III
sets out definitions of certain terms used in this announcement.
Appendix IV sets out the report of the Irish firm of
PricewaterhouseCoopers in respect of certain merger benefit
statements made in this announcement. Appendix V sets out the
report of Goldman Sachs International in respect of certain merger
benefit statements made in this announcement.
This announcement is being made pursuant to Rule 2.5 of the
Irish Takeover Rules.
Mylan reserves the right, with the consent of the Irish Takeover
Panel, to elect to implement the acquisition of Perrigo by way of
court-approved scheme of arrangement under Section 201 of the
Companies Act of 1963 of Ireland,
as amended, or Sections 449 to 455 of the Companies Act of 2014 of
Ireland, as the case may be.
RESPONSIBILITY STATEMENT
The directors of Mylan accept responsibility for the information
contained in this announcement, save that the only responsibility
accepted by the directors of Mylan in respect of the information in
this announcement relating to Perrigo, the Perrigo Group, the
Perrigo Board and the persons connected with them, which has been
compiled from published sources, has been to ensure that such
information has been correctly and fairly reproduced or presented
(and no steps have been taken by the directors of Mylan to verify
this information). To the best of the knowledge and belief of the
directors (who have taken all reasonable care to ensure that such
is the case) the information contained in this announcement is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
DEALING DISCLOSURE REQUIREMENTS
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if
any person is, or becomes, 'interested' (directly or indirectly)
in, 1% or more of any class of 'relevant securities' of Perrigo or
Mylan, all 'dealings' in any 'relevant securities' of Perrigo or
Mylan (including by means of an option in respect of, or a
derivative referenced to, any such 'relevant securities') must be
publicly disclosed by not later than 3:30
pm (New York time) on the
'business' day following the date of the relevant transaction. This
requirement will continue until the date on which the 'offer
period' ends. If two or more persons co-operate on the basis of any
agreement, either express or tacit, either oral or written, to
acquire an 'interest' in 'relevant securities' of Perrigo or Mylan,
they will be deemed to be a single person for the purpose of Rule
8.3 of the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules,
all 'dealings' in 'relevant securities' of Perrigo by Mylan or
'relevant securities' of Mylan by Perrigo, or by any party acting
in concert with either of them, must also be disclosed by no later
than 12 noon (New York time) on
the 'business' day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose
'relevant securities' 'dealings' should be disclosed, can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
Interests in securities arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover
Rules, which can also be found on the Irish Takeover Panel's
website. If you are in any doubt as to whether or not you are
required to disclose a dealing under Rule 8, please consult the
Irish Takeover Panel's website at www.irishtakeoverpanel.ie or
contact the Irish Takeover Panel on telephone number +353 1 678
9020 or fax number +353 1 678 9289.
Goldman Sachs International, which is authorized by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, and its affiliate,
Goldman, Sachs & Co, are acting as joint financial adviser to
Mylan and no one else in connection with Mylan's proposed
acquisition of Perrigo and will not be responsible to anyone other
than Mylan for providing the protections afforded to clients of
Goldman Sachs International, Goldman, Sachs & Co or any of
their affiliates, nor for providing advice in relation to Mylan's
acquisition of Perrigo or any other matters referred to in this
announcement. Neither Goldman Sachs International nor Goldman,
Sachs & Co. nor any of their affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Goldman Sachs International,
Goldman, Sachs & Co. or any of their affiliates in connection
with this announcement, any statement contained herein, Mylan's
proposed acquisition of Perrigo or otherwise.
ADDITIONAL INFORMATION
In connection with the Offer, Mylan expects to file certain
materials with the SEC, including, among other materials, a
Registration Statement on Form S-4 and a proxy statement on
Schedule 14A (in preliminary and then definitive form). This
communication is not intended to be, and is not, a substitute for
such filings or for any other document that Mylan may file with the
SEC in connection with the Offer. INVESTORS AND SECURITYHOLDERS OF
MYLAN AND PERRIGO ARE URGED TO READ THE DOCUMENTS FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY (IF AND WHEN THEY BECOME
AVAILABLE) BEFORE MAKING AN INVESTMENT DECISION BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT MYLAN, PERRIGO AND THE OFFER.
Such documents will be available free of charge through the website
maintained by the SEC at www.sec.gov or by directing a request to
Mylan at 724-514-1813 or investor.relations@mylan.com. Any
materials filed by Mylan with the SEC that are required to be
mailed to shareholders of Perrigo and/or Mylan will also be mailed
to such shareholders. This communication has been prepared in
accordance with US securities law, Irish law and the Irish Takeover
Rules.
A copy of this communication will be available free of charge at
the following website: perrigotransaction.mylan.com. Such website
is neither endorsed, nor sponsored, nor affiliated with Perrigo or
any of its affiliates. PERRIGO® is a registered trademark of L.
Perrigo Company.
PARTICIPANTS IN SOLICITATION
This communication is not a solicitation of a proxy from any
investor or shareholder. However, Mylan and certain of its
directors, executive officers and other members of its management
and employees may be deemed to be participants in the solicitation
of proxies in connection with the Offer under the rules of the SEC.
Information regarding Mylan's directors and executive officers may
be found in the Mylan proxy statement/prospectus on Form S-4 filed
with the SEC on 23 December 2014 and
Mylan Inc.'s Annual Report on Form 10-K for the fiscal year ended
31 December 2014, which was filed
with the SEC on 2 March 2015. These
documents can be obtained free of charge from the sources indicated
above. Additional information regarding the interests of these
participants, which may, in some cases, be different than those of
Mylan's shareholders generally, will also be included in the
materials that Mylan intends to file with the SEC when they become
available.
NON-SOLICITATION
This communication is not intended to, and does not, constitute
or form part of (1) any offer or invitation to purchase or
otherwise acquire, subscribe for, tender, exchange, sell or
otherwise dispose of any securities, (2) the solicitation of an
offer or invitation to purchase or otherwise acquire, subscribe
for, sell or otherwise dispose of any securities or (3) the
solicitation of any vote or approval in any jurisdiction pursuant
to this communication or otherwise, nor will there be any
acquisition or disposition of the securities referred to in this
communication in any jurisdiction in contravention of applicable
law or regulation. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
US Securities Act.
FURTHER INFORMATION
The distribution of this communication in certain jurisdictions
may be restricted or affected by the laws of such jurisdictions.
Accordingly, copies of this communication are not being, and must
not be, mailed or otherwise forwarded, distributed or sent in,
into, or from any such jurisdiction. Therefore, persons who receive
this communication (including, without limitation, nominees,
trustees and custodians) and are subject to the laws of any such
jurisdiction will need to inform themselves about, and observe, any
applicable restrictions or requirements. Any failure to do so may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
Mylan disclaims any responsibility or liability for the violations
of any such restrictions by any person.
FORWARD-LOOKING STATEMENTS
This communication contains "forward-looking statements." These
statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements may include, without limitation,
statements about the proposed transaction, benefits and synergies
of the proposed transaction, future opportunities for Mylan,
Perrigo, or the combined company and products and any other
statements regarding Mylan's, Perrigo's, or the combined company's
future operations, anticipated business levels, future earnings,
planned activities, anticipated growth, market opportunities,
strategies, competition and other expectations and targets for
future periods. These may often be identified by the use of words
such as "will", "may", "could", "should", "would", "project",
"believe", "anticipate", "expect", "plan", "estimate", "forecast",
"potential", "intend", "continue", "target" and variations of these
words or comparable words. Because forward-looking statements
inherently involve risks and uncertainties, actual future results
may differ materially from those expressed or implied by such
forward-looking statements. Factors that could cause or contribute
to such differences include, but are not limited to: uncertainties
as to the timing of the proposed transaction; uncertainties as to
whether Perrigo will cooperate with Mylan and whether Mylan will be
able to consummate the proposed transaction; uncertainties as to
whether shareholders will provide the requisite approvals for the
proposed transaction; the possibility that competing offers will be
made; the possibility that certain conditions to the consummation
of the proposed transaction will not be satisfied; the possibility
that Mylan will be unable to obtain regulatory approvals for the
proposed transaction or be required, as a condition to obtaining
regulatory approvals, to accept conditions that could reduce the
anticipated benefits of the proposed transaction; the ability to
meet expectations regarding the accounting and tax treatments of
the proposed transaction, changes in relevant tax and other laws,
including but not limited to changes in healthcare and
pharmaceutical laws and regulations in the US and abroad; the
integration of Perrigo being more difficult, time-consuming or
costly than expected; operating costs, customer loss and business
disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers, clients or
suppliers) being greater than expected following the proposed
transaction; the retention of certain key employees of Perrigo
being difficult; the possibility that Mylan may be unable to
achieve expected synergies and operating efficiencies in connection
with the proposed transaction within the expected time-frames or at
all and to successfully integrate Perrigo; expected or targeted
future financial and operating performance and results; the
capacity to bring new products to market, including but not limited
to where Mylan uses its business judgment and decides to
manufacture, market and/or sell products, directly or through third
parties, notwithstanding the fact that allegations of patent
infringement(s) have not been finally resolved by the courts (i.e.,
an "at-risk launch"); success of clinical trials and Mylan's
ability to execute on new product opportunities; the scope, timing
and outcome of any ongoing legal proceedings and the impact of any
such proceedings on financial condition, results of operations
and/or cash flows; the ability to protect intellectual property and
preserve intellectual property rights; the effect of any changes in
customer and supplier relationships and customer purchasing
patterns; the ability to attract and retain key personnel; changes
in third-party relationships; the impact of competition; changes in
the economic and financial conditions of the businesses of Mylan,
Perrigo, or the combined company; the inherent challenges, risks,
and costs in identifying, acquiring and integrating complementary
or strategic acquisitions of other companies, products or assets
and in achieving anticipated synergies; uncertainties and matters
beyond the control of management; and inherent uncertainties
involved in the estimates and judgments used in the preparation of
financial statements, and the providing of estimates of financial
measures, in accordance with GAAP and related standards or on an
adjusted basis. For more detailed information on the risks and
uncertainties associated with Mylan's business activities, see the
risks described in Mylan Inc.'s Annual Report on Form 10-K for the
year ended 31 December 2014 and our
other filings with the SEC. You can access Mylan's filings with the
SEC through the SEC website at www.sec.gov, and Mylan strongly
encourages you to do so. Mylan undertakes no obligation to update
any statements herein for revisions or changes after the date of
this release, except as required by law.
NO PROFIT FORECAST / ASSET VALUATIONS
No statement in this announcement is intended to constitute a
profit forecast for any period, nor should any statements be
interpreted to mean that earnings or earnings per share will
necessarily be greater or lesser than those for the relevant
preceding financial periods for Mylan or Perrigo as appropriate. No
statement in this announcement constitutes an asset valuation.
SYNERGY STATEMENT
There are various material assumptions underlying the Synergy
Statement, which may result in the value in the Synergy Statement
being materially greater or less than estimated. The Synergy
Statement should therefore be read in conjunction with the key
assumptions underlying such estimates.
The Synergy Statement should not be construed as a profit
forecast or interpreted to mean that the combined earnings of Mylan
and Perrigo in any period following this announcement would
necessarily match or be greater than or be less than those of Mylan
and/or Perrigo for the relevant preceding financial period or any
other period.
The Synergy Statement has been reported on for the purposes of
Rule 19.3(b)(ii) of the Irish Takeover Rules by (i) the Irish firm
of PricewaterhouseCoopers; and (ii) Goldman Sachs
International. Copies of their respective reports are
included in Appendix IV and Appendix V to this announcement. Each
of the Irish firm of PricewaterhouseCoopers and Goldman Sachs
International has given and not withdrawn its consent to the issue
of this announcement with the inclusion of its report.
SOURCES AND BASES OF INFORMATION
Sources and bases of information contained in this announcement
can be found in Appendix II of this announcement.
APPENDIX I
PRE-CONDITION TO THE MAKING OF THE OFFER
The making of the Offer and Mylan's obligation to despatch the
Offer Document will be subject to the following pre-condition:
US Hart-Scott-Rodino Clearance
to the extent
applicable to the Offer or its implementation, the first in time of
the following having occurred:
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(a)
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all applicable
waiting periods (including any extensions thereof) under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
of the United States and the rules and regulations thereunder
(together, the "HSR Act") having been terminated or having
expired, in each case in connection with the Offer;
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(b)
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a final decision to
clear or approve the consummation of the acquisition contemplated
by the Offer under the HSR Act having been obtained, irrespective
of the conditions attaching thereto; or
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(c)
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13 September
2015.
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Mylan reserves the right to waive in whole or in part the
pre-condition set out above.
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER
The Offer to be made by Mylan will comply with the Irish
Takeover Rules and applicable US tender offer rules and will be
subject to the terms and conditions set out in this announcement
and to be set out in the Offer Document and the Acceptance
Documents. The Offer will be governed by the laws of Ireland and the US and will be subject to the
jurisdiction of the courts of Ireland and the US.
The Offer will be subject to the following conditions:
Acceptance Condition
(a)
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valid acceptances
being received (and not validly withdrawn) by not later than 1.00
p.m. (Irish time) / 8.00 a.m. (New York City time) on the Initial
Closing Date (or such later time(s) and/or date(s) as Mylan may:
(i) with the consent of the Irish Takeover Panel (to the extent
required) or in accordance with the Irish Takeover Rules; and (ii)
subject to the US tender offer rules, determine) in respect of
Perrigo Shares Affected representing not less than 80% (or such
lower percentage as Mylan may decide) in nominal value of the
Maximum Perrigo Shares Affected, which carry, or if allotted and
issued, or re-issued from treasury would carry, not less than 80%
(or such lower percentage as Mylan may decide) of the voting rights
attaching to the Maximum Perrigo Shares Affected, provided that
this condition shall not be satisfied unless Mylan shall have
acquired or agreed to acquire (whether pursuant to the Offer or
otherwise) Perrigo Shares carrying in aggregate more than 50%
of the voting rights then exercisable at a general meeting of
Perrigo, including for this purpose (except to the extent otherwise
agreed with the Irish Takeover Panel) any such voting rights
attaching to Perrigo Shares that are unconditionally allotted or
issued before the Offer becomes or is declared unconditional as to
acceptances whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise, and provided
that unless Mylan otherwise determines, this condition (a) shall be
capable of being satisfied, or being treated as satisfied, only at
the time when all of the other conditions (b) to (w) inclusive,
shall have been satisfied, fulfilled or, to the extent permitted,
waived;
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For the purposes of
the conditions in Appendix I:
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(i)
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Perrigo Shares which
have been unconditionally allotted shall be deemed to carry the
voting rights they will carry upon issue; and
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(ii)
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the expression
"Perrigo Shares Affected" shall mean:
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(A)
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Perrigo Shares which
have been issued or unconditionally allotted on, or before, the
date the Offer is made, but excluding any such Perrigo Shares which
are cancelled after the date on which the Offer is made or which
are held, or become held, as treasury shares; and
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(B)
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Perrigo Shares which
have been issued or unconditionally allotted after the date on
which the Offer is made but before the time at which the Offer
closes, or such earlier date as Mylan may, subject to the Irish
Takeover Rules, decide (not being earlier than the date on which
the Offer becomes unconditional as to acceptances or, if later, the
Initial Closing Date), but excluding any such Perrigo Shares which
are cancelled after the date on which the Offer is made or which
are held, or become held, as treasury shares; and
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(C)
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Perrigo Shares which
have been re-issued from treasury after the date on which the Offer
is made but before the time at which the Offer closes, or such
earlier date as Mylan may, subject to the Irish Takeover Rules,
decide (not being earlier than the date on which the Offer becomes
unconditional as to acceptances or, if later, the Initial Closing
Date),
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other than Perrigo
Shares in the beneficial ownership of Mylan on the date the Offer
is made;
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(iii)
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the expression
"Maximum Perrigo Shares Affected" shall mean, at a relevant date of
determination, the aggregate of:
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(A)
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the total number of
Perrigo Shares Affected; and
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(B)
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the maximum number
(or such lesser number as Mylan may decide) of Perrigo Shares which
are required, or may be required, to be allotted and/or issued
and/or re-issued from treasury pursuant to the exercise of
outstanding subscription, conversion or other rights (including
rights granted under the Perrigo Share Plans), disregarding the
terms on which any such rights may be exercised (including any
restrictions thereon), and irrespective of whether such rights have
been granted on, before, or after, the date on which the Offer is
made.
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Receipt of Mylan Shareholder Approval
(b)
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Mylan having received
the affirmative vote of the requisite majority of the votes cast at
a general meeting of its shareholders at which the requisite part
of the issued share capital is present or represented in respect of
the resolutions of the general meeting required by article 2:107a
of the Dutch Civil Code and Nasdaq Rule 5636 in connection with the
consummation of the Offer and such other resolutions as may be
instrumental for the implementation of the Offer;
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Effective Registration Statement
(c)
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The registration
statement that Mylan intends to file with the SEC having been
declared effective by the SEC under the United States Securities
Act of 1933, as amended, no stop order suspending the effectiveness
of the registration statement having been issued by the SEC and no
proceeding for that purpose having been initiated or threatened by
the SEC;
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Nasdaq Listing
(d)
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Nasdaq having
authorised, and not withdrawn such authorisation, for listing all
of the Mylan Shares to be delivered to Perrigo Shareholders
pursuant to the Offer subject to satisfaction of any conditions to
which such approval is expressed to be subject;
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Share Buyback, Reduction, Redemption, Dividends etc
(e)
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no member of the
Perrigo Group having, after the date of this announcement,
purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its shares or other securities (or
the equivalent) or any shares or other securities (or the
equivalent) of Perrigo or any other member of the Perrigo Group or
reduced or made any other change to any part of its share
capital;
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(f)
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no member of the
Perrigo Group having, after the date of this announcement,
recommended, declared, paid, or made, or proposed to recommend,
declare, pay or make, any bonus issue, dividend or other
distribution (whether in cash or otherwise) other than bonus issues
of shares, dividends or other distributions lawfully paid or made
to another member of the Perrigo Group;
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Acquisitions, Disposals, Joint Ventures, Mergers and Similar
Transactions
(g)
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save for transactions
between two or more members of the Perrigo Group, since 28 June
2014, no member of the Perrigo Group having implemented,
authorised, proposed or announced its intention to implement,
authorise or propose any merger, demerger, joint venture,
partnership, collaboration, reconstruction, amalgamation,
consolidation, scheme, acquisition or disposal of any operations,
assets, undertaking, body corporate or partnership (or any interest
therein) or the creation of any Encumbrance over any operations or
assets;
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Frustrating Actions (within the meaning of Rule 21 of the
Irish Takeover Rules)
(h)
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no passing of any
resolution at a shareholder meeting of Perrigo to approve any
action, possible action, contract, sale, disposal, or acquisition
for the purposes of Rules 21(a)(i) or (iii) of the Irish Takeover
Rules;
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(i)
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no member of the
Perrigo Group having taken, committed to take or announced that it
intends to take or may take any action or commit to take any action
which the Irish Takeover Panel determines is or would be
frustrating action for the purposes of, or within the meaning of,
Rule 21 of the Irish Takeover Rules;
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European Merger Regulation
(j)
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to the extent that
the Offer or its implementation would give rise to a concentration
with a Community dimension within the scope of Council Regulation
(EC) No. 139/2004 (the "Regulation") or otherwise would give rise
to a concentration that is subject to the Regulation, the European
Commission deciding that the concentration is compatible with the
common market pursuant to Article 6(1)(b) of the Regulation before
the latest time the Offer may become or be declared unconditional
as to acceptances in accordance with the Irish Takeover Rules and
the terms or conditions to which any such decision is or may be
subject being acceptable to Mylan in its sole
discretion;
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Irish Competition Act
(k)
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to the extent that
Part 3 of the Competition Act 2002 (as amended) (the "Competition
Act") is applicable to the Offer or its implementation, one of the
following events having occurred:
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(i)
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the Competition and
Consumer Protection Commission ("CCPC"), in accordance with
Section 21(2)(a) of the Competition Act, having informed Mylan that
the Offer may be put into effect; or
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(ii)
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the period specified
in Section 21(2) of the Competition Act having elapsed without the
CCPC having informed Mylan of the determination (if any) which it
has made under Section 21(2) of the Competition Act; or
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(iii)
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the CCPC, in
accordance with Section 22(4) of the Competition Act, having
furnished to Mylan a copy of its determination (if any), in
accordance with Section 22(3)(a) of the Competition Act, that the
Offer may be put into effect; or
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(iv)
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the CCPC, in
accordance with Section 22(4) of the Competition Act, having
furnished to Mylan a copy of its determination (if any), in
accordance with Section 22(3)(c) of the Competition Act, that the
Offer may be put into effect subject to conditions specified by the
CCPC being complied with, and such conditions being acceptable to
Mylan; or
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(v)
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the period of 120
working days after the appropriate date (as defined in Section
19(6) of the Competition Act) having elapsed, or, where a
requirement is made under Section 20(2) of the Competition Act, the
period of 120 working days and any period of suspension that
applies pursuant to Section 22(4A) of the Competition Act after the
appropriate date (as defined in Section 19(6)) of the Competition
Act) having elapsed, without the CCPC having made a determination
under Section 22(3) of the Competition Act in relation to the
Offer, in each case prior to the latest time the Offer may become
or be declared unconditional as to acceptances in accordance with
the Irish Takeover Rules;
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US Hart-Scott-Rodino Clearance
(l)
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if the HSR
Pre-Condition has been waived by Mylan or the HSR Pre-Condition has
been satisfied pursuant to paragraph (c) of the HSR Pre-Condition,
to the extent applicable to the Offer or its implementation, all
notifications and filings, where necessary, having been made and
all applicable waiting periods (including any extensions thereof)
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, of the United States and the rules and regulations
thereunder (the "HSR Act") having been terminated or having expired
(in each case in connection with the Offer) or a final decision to
clear or approve the consummation of the acquisition contemplated
by the Offer under the HSR Act having been obtained, irrespective
of the conditions attaching thereto, in each case prior to the
latest time the Offer may become or be declared unconditional as to
acceptances in accordance with the Irish Takeover Rules;
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General Regulatory and Antitrust/Competition
(m)
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no central bank,
government or governmental, quasi-governmental, supranational,
statutory, regulatory, administrative, investigative or fiscal
body, court, agency, association, institution, department or
bureau including any anti-trust or merger control
authorities, regulatory body, court, tribunal, environmental body,
employee representative body, any analogous body whatsoever or
tribunal in any jurisdiction or any person including, without
limitation, a member of the Perrigo Group (each a "Third Party")
having decided to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference or
having made, proposed or enacted any statute, regulation, decision,
order or change to published practice or having done or decided to
do anything, in each case which would or would reasonably be
expected to:
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(i)
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make the Offer or its
implementation, or the acquisition or the proposed acquisition by
Mylan of the Perrigo Shares Affected, or control of Perrigo or any
of the assets of the Perrigo Group by Mylan void, illegal or
unenforceable under the laws of any relevant jurisdiction or
otherwise, directly or indirectly, restrain, revoke, prohibit,
materially restrict or materially delay the same or impose
additional or different conditions or obligations with respect
thereto, or otherwise challenge or interfere therewith or require
amendment of the Offer;
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(ii)
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result in a material
delay in the ability of Mylan, or render Mylan unable, to acquire
some or all of the Perrigo Shares Affected or require a divestiture
by Mylan of any Perrigo Shares;
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(iii)
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require the
divestiture by any member of the Wider Perrigo Group of all or any
portion of their respective businesses, assets (including, without
limitation, the shares or securities of any other member of the
Perrigo Group) or property or impose any material limitation on the
ability of any of them to conduct their respective businesses (or
any of them) or own, control or manage their respective assets or
properties or any part thereof;
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(iv)
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impose any limitation
on or result in a delay in the ability of Mylan to acquire, or to
hold or to exercise effectively, directly or indirectly, all or any
rights of ownership of the Perrigo Shares Affected, or to exercise
voting or management control over Perrigo or any subsidiary or
subsidiary undertaking of Perrigo which is material in the context
of the Perrigo Group taken as a whole (a "Material Subsidiary") or
on the ability of any member of the Perrigo Group to hold or
exercise effectively, directly or indirectly, any rights of
ownership of shares or other securities (or the equivalent) in, or
to exercise rights of voting or management control over, any member
of the Perrigo Group to the extent that Perrigo has such ownership,
voting or management control rights;
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(v)
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require Mylan or any
member of the Perrigo Group to acquire or offer to acquire any
shares or other securities (or the equivalent) in, or any interest
in any asset owned by, any member of the Perrigo Group or any third
party;
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(vi)
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impose any limitation
on the ability of Mylan to integrate or co-ordinate its business or
assets, or any part of it, with all or any part of the businesses
of any member of the Perrigo Group;
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(vii)
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cause any member of
the Wider Perrigo Group to cease to be entitled to any
Authorisation (as defined in condition (n) below) used by it in the
carrying on of its business; or
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(viii)
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otherwise adversely
affect the business, profits, assets, liabilities, financial or
trading position of any member of the Perrigo Group;
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provided that this
condition (m) does not apply to any matter which is referred to in
condition (l) above;
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Notifications, waiting periods and Authorisations
(n)
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all necessary or
appropriate notifications and filings having been made and all
necessary or appropriate waiting and other time periods (including
any extensions thereof) under any applicable legislation or
regulation of any jurisdiction having expired, lapsed or having
been terminated (as appropriate) and all statutory or regulatory
obligations in any jurisdiction having being complied with in each
case in connection with the Offer or its implementation and all
necessary, desirable or appropriate regulatory approvals,
authorisations, orders, recognitions, grants, consents, clearances,
confirmations, licences, permissions and approvals in any
jurisdiction ("Authorisations") having been obtained on terms and
in a form reasonably satisfactory to Mylan from all appropriate
Third Parties or (without prejudice to the generality of the
foregoing) from any person or bodies with whom any member of the
Wider Perrigo Group has entered into contractual arrangements and,
all such necessary, desirable or appropriate Authorisations
remaining in full force and effect at the time at which the Offer
becomes otherwise wholly unconditional and there being no notice or
intimation of an intention to revoke, suspend, restrict or vary or
not to renew the same at the time at which the Offer becomes
otherwise unconditional and all necessary statutory or regulatory
obligations in any such jurisdiction having been complied with,
provided that this condition (n) does not apply to any matter which
is referred to in condition (l) above;
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(o)
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all applicable
waiting periods and any other time periods (including any extension
thereof) during which any Third Party could, in respect of the
Offer or the acquisition or proposed acquisition of any Perrigo
Shares Affected by Mylan, institute, implement or threaten any
action, proceedings, suit, investigation, enquiry or reference or
take any other step under the laws of any jurisdiction having
expired, lapsed or been terminated, provided that this condition
(o) does not apply to any matter which is referred to in condition
(l) above;
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Certain matters arising as a result of any arrangement,
agreement etc
(p)
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save as publicly
announced by Perrigo prior to the date of this announcement, there
being no provision of any arrangement, agreement, licence, permit,
franchise, facility, lease or other instrument to which any member
of the Wider Perrigo Group is a party or by or to which any such
member or any of its respective assets may be bound, entitled or be
subject and which, in consequence of the Offer or the acquisition
or proposed acquisition by Mylan of the Perrigo Shares Affected or
because of a change in the control of Perrigo or otherwise, would
or would be reasonably expected to result in (except where, in any
of the following cases, the consequences thereof would not be
material (in value terms or otherwise) in the context of the
Perrigo Group taken as whole):
|
|
|
|
(i)
|
any monies borrowed
by, or any indebtedness or liability (actual or contingent) of, or
any grant available to any member of the Perrigo Group becoming, or
becoming capable of being declared, repayable immediately or prior
to their or its stated maturity or repayment date or the ability of
any such member to borrow monies or incur any indebtedness being
withdrawn or inhibited under any existing facility or loan
agreement;
|
|
|
|
|
(ii)
|
the creation or
enforcement of any mortgage, charge or other security interest
wherever existing or having arisen over the whole or any part of
the business, property or assets of any member of the Perrigo Group
or any such mortgage, charge or other security interest (whenever
created, arising or having arisen) becoming enforceable;
|
|
|
|
|
(iii)
|
any such arrangement,
agreement, licence, permit, franchise, facility, lease or other
instrument or the rights, liabilities, obligations or interests of
any member of the Perrigo Group thereunder or the business of any
such member with any persons, firms or body (or any agreement or
arrangement relating to any such arrangement or bonus) being or
becoming capable of being terminated or adversely modified or
affected or any adverse action being taken or any obligation or
liability arising thereunder;
|
|
|
|
|
(iv)
|
any assets or
interests of, or any asset the use of which is enjoyed by, any
member of the Perrigo Group being disposed of or charged, or
ceasing to be available to any member of the Perrigo Group or any
right arising under which any such asset or interest would be
required to be disposed of or charged or would cease to be
available to any member of the Perrigo Group;
|
|
|
|
|
(v)
|
the value of, or
financial or trading position of, any member of the Perrigo Group
being prejudiced or adversely affected;
|
|
|
|
|
(vi)
|
the creation or
acceleration of any liability or liabilities (actual or contingent)
by any member of the Perrigo Group; or
|
|
|
|
|
(vii)
|
any liability of any
member of the Perrigo Group to make any severance, termination,
bonus or other payment to any of its directors or other officers or
advisers, and no event having occurred which might result in any
events or circumstances as are referred to in this condition (p)
(i)-(vii);
|
Certain Events occurring since 28 June
2014
(q)
|
save as publicly
announced by Perrigo prior to the date of this announcement, no
member of the Perrigo Group having, since 28 June 2014:
|
|
|
|
(i)
|
issued or agreed to
issue, or authorized or proposed the issue of, additional shares of
any class, or securities convertible into or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such
shares or convertible or exchangeable securities or issued or
transferred, or agreed, authorized or proposed the re-issue of, any
shares from treasury;
|
|
|
|
|
(ii)
|
save for transactions
between two or more members of the Perrigo Group, made or proposed,
or announced an intention to propose or make, any change or
amendment in its loan capital or any loan notes issued by a member
of the Perrigo Group to a person who is not a member of the Perrigo
Group;
|
|
|
|
|
(iii)
|
except in the
ordinary and usual course of business, entered into or materially
improved, or made any offer (which remains open for acceptance) to
enter into or materially improve, the terms of any employment
contract, commitment or arrangement with any director of Perrigo or
any person occupying one of the senior executive positions in the
Perrigo Group;
|
|
|
|
|
(iv)
|
issued, authorised or
proposed to make, or made, any change or amendment to any loan
capital or debentures or (save in the ordinary course of business
and save for transactions between two or more members of the
Perrigo Group) incurred any indebtedness or contingent liability or
repaid, repurchased or redeemed any indebtedness, loan capital,
debenture or other liability or obligation;
|
|
|
|
|
(v)
|
entered into or
varied or authorised, proposed or announced its intention to enter
into or vary the terms of any contract, transaction, arrangement or
commitment (whether in respect of capital expenditure or otherwise)
which is of a long term, onerous or unusual nature or magnitude or
which is or could be materially restrictive on the business of any
member of the Perrigo Group;
|
|
|
|
|
(vi)
|
entered into or
varied or authorised, proposed or announced its intention to enter
into or vary the terms of any contract, transaction or arrangement
otherwise than in the ordinary and usual course of
business;
|
|
|
|
|
(vii)
|
waived or compromised
any claim which would be material (in value terms or otherwise) in
the context of the Perrigo Group taken as a whole;
|
|
|
|
|
(viii)
|
been unable, or
admitted in writing that it is unable, to pay its debts or stopped
or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased to carry on all or a substantial part of
any business;
|
|
|
|
|
(ix)
|
taken or proposed any
steps, any corporate action or had any legal proceedings instituted
or threatened against it in respect of its winding-up, dissolution,
examination or reorganisation or for the appointment of a receiver,
examiner, administrator, administrative receiver, trustee or
similar officer of all or any part of its assets or revenues, or
any analogous proceedings in any jurisdiction;
|
|
|
|
|
(x)
|
proposed, agreed to
provide or modified the terms of any share option scheme, incentive
scheme or other benefit relating to the employment or termination
of employment of any employee of the Wider Perrigo
Group;
|
|
|
|
|
(xi)
|
made any alteration
to its memorandum or articles of association or other incorporation
documents;
|
|
|
|
|
(xii)
|
made or agreed or
consented to any significant change to the terms of the trust deeds
constituting the pension schemes established for its directors
and/or employees and/or their dependants or to the benefits which
accrue, or to the pensions which are payable thereunder, or to the
basis on which qualification therefore or accrual or entitlement to
such benefits or pensions are calculated or determined, or made or
agreed or consented to any change to the trustees involving the
appointment of a trust corporation; or
|
|
|
|
|
(xiii)
|
entered into any
agreement, contract, scheme, arrangement or commitment or passed
any resolution or made any offer with respect to, or announced an
intention to, or to propose to effect any of the transactions,
matters or events set out in this condition;
|
No adverse change, litigation, regulatory enquiry or
similar
(r)
|
since 28 June
2014:
|
|
|
|
(i)
|
there not having
arisen any adverse change or deterioration, or circumstances which
could result in any adverse change or deterioration, in the
business, assets, financial or trading position or profits of
Perrigo or any member of the Perrigo Group;
|
|
|
|
|
(ii)
|
no litigation,
arbitration proceedings, prosecution or other legal proceedings to
which any member of the Wider Perrigo Group is or would reasonably
be expected to become a party (whether as plaintiff or defendant or
otherwise) and no investigation by any Third Party against or in
respect of any member of the Wider Perrigo Group having been
threatened, announced, instituted or remaining outstanding by,
against or in respect of any member of the Wider Perrigo
Group;
|
|
|
|
|
(iii)
|
no steps having been
taken which are likely to result in the withdrawal, cancellation,
termination or modification of any licence, consent, permit or
authorisation held by any member of the Wider Perrigo Group which
is necessary for the proper carrying on of its business;
and
|
|
|
|
|
(iv)
|
no contingent or
other liability existing or having arisen or being apparent to
Mylan which would reasonably be expected to affect adversely any
member of the Perrigo Group;
|
No discovery of certain matters regarding information,
liabilities and environmental matters
(s)
|
Mylan not having
discovered that any financial, business or other publicly disclosed
information concerning the Perrigo Group is materially misleading,
contains a material misrepresentation of fact or omits to state a
fact necessary to make the information contained therein not
materially misleading;
|
|
|
(t)
|
Mylan not having
discovered that any member of the Perrigo Group is subject to any
liability, contingent or otherwise, which is not disclosed in the
Perrigo Annual Report and Accounts;
|
|
|
(u)
|
save as publicly
announced by Perrigo prior to the date of this announcement, since
28 June 2014, Mylan not having discovered:
|
|
|
|
(i)
|
in relation to any
release, storage, carriage, leak, emission, discharge or disposal
of any waste or hazardous substance or any other substance
reasonably likely to impact the environment or any other fact or
circumstance which has caused or would reasonably be expected to
impair the environment or harm human health, that any past or
present member of the Perrigo Group has acted in violation of any
laws, statutes, regulation, notices or other legal or regulatory
requirements of any Third Party;
|
|
|
|
|
(ii)
|
that there is, or
would reasonably be expected to be, any liability, whether actual
or contingent, or requirement to make good, remediate, repair,
reinstate or clean up any property or asset now or previously
owned, occupied or made use of by any past or present member of the
Perrigo Group (or on its behalf) or any other property or asset
under any environmental legislation, regulation, notice, circular,
order or other lawful requirement of any relevant authority
(whether by formal notice or order or not) or Third Party or
otherwise; and
|
|
|
|
|
(iii)
|
that circumstances
exist (whether as a result of the making of the Offer or otherwise)
which would reasonably be expected to result in any actual or
contingent liability (as a result of an environmental audit or
otherwise) to any member of the Perrigo Group under any applicable
legislation referred to in sub-paragraph (u)(i) and (u)(ii) above
to improve or modify existing or install new plant, machinery or
equipment or to carry out any changes in the processes currently
carried out;
|
Directive 2003/71/EC
(v)
|
to the extent
required, compliance with the applicable requirements of Directive
2003/71/EC of the European Parliament and of the Council as amended
(the Prospectus Directive), and the rules and regulations
promulgated thereunder, all as implemented in the relevant member
state(s); and
|
Securities Law of the State of
Israel
(w)
|
to the extent
required, compliance with the applicable requirements of the
Securities Law, 5728-1968, of the State of Israel, and the rules
and regulations promulgated thereunder, as well as any applicable
requirements of the Tel Aviv Stock Exchange.
|
For the purposes of this Appendix I:
"Competition Act" means the Competition and Consumer Protection
Act 2014 of Ireland;
"Competition and Consumer Protection Commission" or "CCPC" means
the Competition and Consumer Protection Commission of Ireland as referred to in section 9 of the
Competition Act;
"Perrigo Group" means Perrigo and its subsidiaries and
subsidiary undertakings, and "member of the Perrigo Group" means
any one of them;
"Initial Closing Date" means 1.00
p.m. (Irish time) / 8.00 a.m.
(New York City time) on the date
fixed by Mylan as the first closing date of the Offer, unless and
until Mylan in its discretion shall have extended the initial Offer
period, in which case the term "Initial Closing Date" shall mean
the latest time and date at which the initial Offer period, as so
extended by Mylan, will expire or, if earlier, the date on which
the Offer becomes or is declared unconditional in all respects;
"initial Offer period" means the period from the date of the
dispatch of the Offer Document to Perrigo Shareholders, to and
including the Initial Closing Date;
"subsidiary" and "holding company" have the meaning given by
Section 155 of the Companies Act 1963 of Ireland;
"subsidiary undertaking" and "undertaking" have the meanings
given by the European Communities (Companies: Group Accounts)
Regulations 1992 of Ireland;
and
"Wider Perrigo Group" means Perrigo, any member of the Perrigo
Group and associated companies (including any joint venture,
partnership, firm or company or undertaking in which any member of
the Perrigo Group (aggregating their interests) is interested) or
any company in which any such member has a substantial
interest.
Additional terms defined in Appendix III shall have the same
meaning where used in this Appendix I.
The Offer will lapse unless all of the conditions set out above
in this Appendix I have been fulfilled or (if capable of waiver)
waived or, where appropriate, have been determined by Mylan to be
or to remain satisfied by 1.00 p.m.
(Irish time) / 8.00 a.m.
(New York City time) on the
Initial Closing Date (or such later time(s) and/or date(s) as Mylan
may: (i) with the consent of the Irish Takeover Panel (to the
extent required) or in accordance with the Irish Takeover Rules;
and (ii) subject to the US tender offer rules, determine).
Unless Mylan otherwise determines, condition (a) shall be
capable of being satisfied, or being treated as satisfied, only at
the time when all of the other conditions (b) to (w) inclusive,
shall have been satisfied, fulfilled or, to the extent permitted,
waived. Mylan reserves the right to waive in whole or in part
all or any of conditions (b) to (w) (excluding conditions (j) to
(l) to the extent applicable to the Offer or its implementation).
Mylan shall not be obliged to waive (if capable of waiver) or treat
as satisfied any condition by a date earlier than the latest time
and date for the fulfilment of all conditions referred to in the
previous paragraph, notwithstanding that any other condition of the
Offer may at such earlier date have been waived or fulfilled or
that there are at such earlier dates no circumstances indicating
that the relevant condition may not be capable of fulfilment.
To the extent that the Offer or its implementation would give
rise to a concentration with a Community dimension within the scope
of the Regulation or would otherwise give rise to a concentration
that is subject to the Regulation, the Offer shall lapse if the
European Commission notifies Mylan of its decision to initiate
proceedings in respect of that concentration under Article 6(1)(c)
of the Regulation or to refer that concentration to a competent
authority of an EEA member state under Article 9(1) of the
Regulation before the first closing date of the Offer or the date
when the Offer becomes or is declared unconditional as to
acceptances, whichever is the later.
In the event that the Offer lapses in any circumstances, the
Offer will cease to be capable of further acceptance and Mylan and
accepting Perrigo Shareholders will thereupon cease to be bound by
prior acceptances.
If Mylan is required to make an offer for Perrigo Shares under
the provisions of Rule 9 of the Irish Takeover Rules, Mylan may
make such alterations to any of the above conditions as are
necessary to comply with the provisions of that rule.
Mylan reserves the right, with the consent of the Irish Takeover
Panel, to elect to implement the acquisition of the Perrigo Shares
by way of a scheme of arrangement under Section 201 of the
Companies Act 1963 of Ireland, as
amended, or Sections 449 to 455 of the Companies Act 2014 of
Ireland, as the case may be. In
such event, the scheme of arrangement will be implemented on the
same terms (subject to appropriate amendments), so far as
applicable, as those which would apply to the Offer. In particular,
condition (a) will not apply and the scheme of arrangement will
become effective and binding on the following:
(i)
|
approval at a court
meeting or any separate class meeting, if applicable, which may be
required by the court (or any adjournment thereof) by a majority in
number of the holders of Perrigo Shares present and voting, either
in person or by proxy, representing 75% or more in value of the
Perrigo Shares held by such holders;
|
|
|
(ii)
|
the resolutions
required to approve and implement the scheme of arrangement and any
related reduction of capital and amendments to Perrigo's memorandum
and articles of association, to be set out in a notice of
extraordinary general meeting of the holders of the Perrigo Shares,
being passed by the requisite majority at such extraordinary
general meeting;
|
|
|
(iii)
|
the sanction of the
scheme of arrangement and confirmation of any reduction of capital
involved therein by the court (in both cases with or without
modifications, on terms reasonably acceptable to Mylan);
and
|
|
|
(iv)
|
office copies of the
orders of the court sanctioning the scheme of arrangement and
confirming the reduction of capital involved therein and the minute
required by Section 75 of the Companies Act 1963 of Ireland, as
amended, or Section 86 of the Companies Act 2014 of Ireland, as the
case may be, in respect of the reduction of capital being delivered
for registration to the Registrar of Companies in Ireland and the
orders and minute confirming the reduction of capital involved in
the scheme of arrangement being registered by the Registrar of
Companies in Ireland.
|
APPENDIX II
BASES OF CALCULATION AND SOURCES OF INFORMATION
In this announcement, unless otherwise stated or the context
otherwise requires, the following bases and sources have been
used:
(i)
|
save where otherwise
stated, financial and other information concerning Perrigo and
Mylan has been extracted from published sources;
|
|
|
(ii)
|
the information
regarding pro forma 2014 revenues for Mylan and Perrigo combined is
extracted from: (i) for information relating to Mylan, Mylan's
Amended Current Report (Form 8-K/A) filed with the SEC on 26 March
2015; and (ii) for information relating to Perrigo, Perrigo's
Quarterly Report (Form 10-Q) for the period ended 27 December 2014
filed with the SEC on 5 February 2015, Perrigo's Annual Report
(Form 10-K) for the period ended 28 June 2014 filed with the SEC on
14 August 2014 and Perrigo's press release announcing the
completion of the acquisition of Omega Pharma Invest N.V. published
on 30 March 2015;
|
|
|
(iii)
|
the information set
forth under "Information About Mylan" is extracted from Mylan
Inc.'s Annual Report (Form 10-K) for the period ended 31 December
2014, filed with the SEC on 2 March 2015;
|
|
|
(iv)
|
the information set
forth under "Information About Perrigo" is extracted from Perrigo's
press release confirming receipt of the Proposal published on 8
April 2015;
|
|
|
(v)
|
that statement about
Mylan's annualized three year total shareholder return is sourced
from Bloomberg and is as of March 31, 2015; and
|
|
|
(vi)
|
The bases of belief
(including sources of information and assumptions made) that
support the Synergy Statement are set forth in the following
paragraphs. The Synergy Statement has been reported on in
accordance with Rule 19.3(b) of the Irish Takeover
Rules.
|
|
|
|
Expected sources of
the anticipated annual pre-tax operational synergies include the
benefits of savings associated with integration and optimization
across cost components and functions, including the
following:
|
|
|
|
o
|
Optimizing global
back-office, manufacturing, selling and distribution
infrastructure;
|
|
|
|
o
|
Cost efficiencies and
operating leverage resulting from increased scale;
|
|
|
|
o
|
Research and
development savings from elimination of overlapping costs;
and
|
|
|
|
o
|
Elimination of
redundant public company costs.
|
|
|
|
When evaluating the
potential annual pre-tax operational synergies, Mylan assumed the
following:
|
|
|
|
o
|
That the Offer will
be consummated and, following the consummation of the Offer, Mylan
will acquire compulsorily any Perrigo Shares not acquired or agreed
to be acquired pursuant to the Offer or otherwise;
|
|
|
|
o
|
That there will be no
material impact on Mylan arising from any decisions made by
competition authorities;
|
|
|
|
o
|
That there will be no
material change to the market dynamics affecting Mylan and/or
Perrigo following the consummation of the Offer or the compulsory
acquisition by Mylan of any Perrigo Shares not acquired or agreed
to be acquired pursuant to the Offer or otherwise; and
|
|
|
|
o
|
That there will be no
material change to exchange rates following the consummation of the
Offer or the compulsory acquisition by Mylan of any Perrigo Shares
not acquired or agreed to be acquired pursuant to the Offer or
otherwise.
|
|
|
|
In establishing the
estimate of potential annual pre-tax operational synergies, Mylan
assumed that Perrigo's operations, processes and procedures are
comparable to those of Mylan's related operations, except where
publicly available information clearly indicates otherwise.
Mylan's management, aided by its previous integration experience
and its own understanding of Perrigo's operations and cost
structure based on its market intelligence and experience, has
determined the source and scale of potential recurring pre-tax
operational synergies. In addition to such information from
Mylan's management team, the sources of information that Mylan has
used to arrive at the estimate of potential annual pre-tax
operational synergies, include:
|
|
|
|
o
|
Perrigo's annual,
quarterly and current reports filed with the SEC;
|
|
|
|
o
|
Perrigo
presentations;
|
|
|
|
o
|
Perrigo's
website;
|
|
|
|
o
|
Analyst
research;
|
|
|
|
o
|
Other public
information;
|
|
|
|
o
|
Mylan's knowledge of
the industry and of Perrigo; and
|
|
|
|
o
|
Mylan's experience
with respect to synergies in connection with previous
transactions.
|
|
|
|
There remains an
inherent risk in relying on the Synergy Statement. The
Synergy Statement should not be construed as a profit forecast or
interpreted to mean that Mylan earnings in any period subsequent to
the consummation of the Offer would necessarily match or be greater
than or be less than those of Mylan and/or Perrigo for the relevant
preceding financial period or any other period.
|
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement
(including in the appendices) unless the context otherwise
requires:
"2.4
Announcement"
|
has the meaning given
to that term in section 1 of this announcement;
|
|
|
"Acceptance
Documents"
|
the Form of
Acceptance, the Letter of Transmittal and any other acceptance
documents relating to the Offer which will accompany the Offer
Document;
|
|
|
"API"
|
has the meaning given
to that term in section 4 of this announcement;
|
|
|
"Cash
Consideration"
|
has the meaning given
to that term in section 2 of this announcement;
|
|
|
"Perrigo
Board"
|
the board of
directors of Perrigo;
|
|
|
"business
day"
|
any day (other than
Saturday or Sunday) on which lending banks in Ireland and New York
are normally open for business;
|
|
|
"Day 60"
|
has the meaning given
to that term in section 12 of this announcement;
|
|
|
"Due Diligence
Pre-Condition"
|
has the meaning given
to that term in section 1 of this announcement;
|
|
|
"EEA"
|
the European Economic
Area, which was established on 1 January 1994 and comprises the
member states of the European Union, plus Iceland, Liechtenstein
and Norway;
|
|
|
"Encumbrance"
|
any adverse claim or
right or third party right or other right or interest, equity,
option or right to acquire or right to restrict, any mortgage,
charge, assignment, pledge, lien or security interest or repurchase
agreement or similar arrangement;
|
|
|
"Form of
Acceptance"
|
the form of
acceptance and/or other acceptance documents relating to the Offer
which will accompany the Offer Document, for use by Perrigo
Shareholders;
|
|
|
"Goldman
Sachs"
|
Goldman, Sachs &
Co. and Goldman Sachs International (in their capacity as financial
advisor);
|
|
|
"Goldman Sachs
Bank"
|
Goldman Sachs Bank
USA (in its capacity as arranger);
|
|
|
"HSR Act"
|
has the meaning given
to that term in section 2 of this announcement;
|
|
|
"HSR
Pre-Condition"
|
has the meaning given
to that term in section 2 of this announcement;
|
|
|
"Irish Takeover
Panel"
|
the Irish Takeover
Panel established under the Irish Takeover Panel Act;
|
|
|
"Irish Takeover Panel
Act"
|
the Irish Takeover
Panel Act 1997 of Ireland;
|
|
|
"Irish Takeover
Rules"
|
the Irish Takeover
Panel Act 1997, Takeover Rules 2013;
|
|
|
"Letter of
Transmittal"
|
the letter of
transmittal relating to the Offer which will accompany the Offer
Document, for use by Perrigo Shareholders;
|
|
|
"Mylan"
|
Mylan N.V., a public
limited liability company (naamloze vennootschap) organized
and existing under the laws of the Netherlands, with its corporate
seat (statutaire zetel) in Amsterdam, the Netherlands, and
its principal executive offices located at Albany Gate, Darkes
Lane, Potters Bar, Herts EN6 1AG, United Kingdom;
|
|
|
"Mylan
Shares"
|
has the meaning given
to that term in section 4 of this announcement;
|
|
|
"NASDAQ"
|
the NASDAQ Global
Select Market;
|
|
|
"NYSE"
|
the New York Stock
Exchange;
|
|
|
"Offer"
|
the offer to be made
by Mylan to acquire the entire issued and to be issued share
capital of Perrigo (on the terms, and subject to the conditions, to
be set out in the Offer Document and the Acceptance Documents)
including where the context so requires, any subsequent revision,
variation, extension or renewal of such offer;
|
|
|
"Offer
Document"
|
the document to be
sent to Perrigo Shareholders, and for information only to Perrigo
Equity Award Holders, containing the terms and conditions of the
Offer;
|
|
|
"Offer
Period"
|
the period commencing
on, and including, 8 April 2015 (the date of the 2.4 Announcement)
and ending on such date as the Irish Takeover Rules provide or the
Irish Takeover Panel otherwise may decide;
|
|
|
"Offer
Price"
|
has the meaning given
to that term in section 2 of this announcement;
|
|
|
"OTC"
|
has the meaning given
to that term in section 5 of this announcement;
|
|
|
"Perrigo"
|
Perrigo Company plc,
a public limited company organized and existing under the laws of
Ireland, with its corporate seat in Dublin, Ireland, and its
principal executive offices located at Treasury Building, Lower
Grand Canal Street, Dublin 2, Ireland;
|
|
|
"Perrigo Annual
Report and Accounts"
|
Perrigo's annual
report and accounts for the year ended 28 June 2014;
|
|
|
"Perrigo
Group"
|
Perrigo and its
subsidiaries and subsidiary undertakings and "member of the Perrigo
Group" means any one of them;
|
|
|
"Perrigo Equity Award
Holders"
|
has the meaning given
to that term in section 7 of this announcement;
|
|
|
"Perrigo
Shares"
|
the ordinary shares
of €0.001 each (nominal value) in the capital of
Perrigo;
|
|
|
"Perrigo
Shareholders"
|
the holders of
Perrigo Shares;
|
|
|
"Perrigo Share
Plans"
|
the Perrigo Company
2013 Long-Term Incentive Plan, the Perrigo Company 2008 Long-Term
Incentive Plan and the Perrigo Company 2003 Long-Term Incentive
Plan, in each case, as amended;
|
|
|
"Proposal"
|
has the meaning given
to that term in section 1 of this announcement;
|
"Registration
Statement"
|
has the meaning given
to that term in section 2 of this announcement;
|
|
|
"SEC"
|
the US Securities and
Exchange Commission;
|
|
|
"Share
Consideration"
|
has the meaning given
to that term in section 2 of this announcement;
|
|
|
"Synergy
Statement"
|
means the following
statement: "Mylan expects the combination will result in at least
US$800 million of annual pre-tax operational synergies by the end
of year four following the consummation of the Offer";
|
|
|
"TASE"
|
the Tel Aviv Stock
Exchange;
|
|
|
"United States" or
"US"
|
the United States of
America, its territories and possessions, any state of the United
States and the District of Columbia and all other areas subject to
the jurisdiction of the United States of America;
|
|
|
"US Exchange
Act"
|
the US Securities
Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder;
|
|
|
"US Securities
Act"
|
the US Securities Act
of 1933, as amended, and the rules and regulations promulgated
thereunder; and
|
|
|
"US$", "dollars", "US
Dollars" or "$"
|
US dollars, the
lawful currency of the United States.
|
All references to time in this document are to Irish time unless
otherwise stated.
Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the
feminine or neutral gender.
References to "subsidiary undertaking" or "undertaking" have the
meanings given to those terms in the European Communities
(Companies: Group Accounts) Regulations 1992 of Ireland.
References to "subsidiary" or "holding company" have the
meanings given to those terms by Section 155 of the Companies Act
1963 of Ireland.
References to any provision of any legislation shall include any
amendment, modification, re-enactment or extension thereof. Any
reference to any legislation is to Irish legislation unless
specified otherwise.
APPENDIX IV
Report of the Irish firm of PricewaterhouseCoopers pursuant
to Rule 19.3(b)(ii) of the Irish Takeover Rules
The Directors
Mylan N.V.
Albany Gate
Darkes Lane
Potters Bar
Hertfordshire EN6 1AG
United Kingdom
Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
United Kingdom
24 April 2015
Mylan N.V: Proposed Acquisition of Perrigo Company
plc
We report on the potential operational synergies statement (the
"Synergy Statement") by the directors of Mylan N.V. (the
"Company") set out in the Rule 2.5 Announcement (the
"Announcement") dated 24 April
2015, to the effect that:
"Mylan expects the combination to result in at least
$800 million of annual pre-tax
operational synergies by the end of year four following the
consummation of the offer."
The Synergy Statement has been made in the context of disclosure
in Appendix II of the Announcement setting out the basis of the
belief of the Directors of the Company (the "Directors")
supporting the Synergy Statement and their analysis and explanation
of the underlying constituent elements.
This report is required by Rule 19.3(b)(ii) of the Irish
Takeover Panel Act 1997, Takeover Rules, 2013 (the "Rules")
and is given for the purpose of complying with that rule and for no
other purpose.
Responsibilities
It is the responsibility of the Directors of the Company to make
the Synergy Statement in accordance with the Rules.
It is our responsibility and that of the Financial Adviser to
form our respective opinions as required by Rule 19.3(b)(ii) of the
Rules, as to whether the Synergy Statement has been made by the
Directors with due care and consideration.
Save for any responsibility which we may have to those persons
to whom this report is expressly addressed and for any
responsibility arising under Rule 19.3(b)(ii) of the Rules to any
person as and to the extent therein provided, to the fullest extent
permitted by law we do not assume any responsibility and will not
accept any liability to any other person for any loss suffered by
any such other person as a result of, arising out of, or in
connection with this report or our statement, required by and given
solely for the purposes of complying with Rule 19.3(b)(ii) of the
Rules, consenting to its inclusion in the Announcement.
Basis of Opinion
We conducted our work in accordance with the Standards for
Investment Reporting issued by the Auditing Practices Board in the
United Kingdom and published by
the Institute of Chartered Accountants in Ireland. We have
discussed the Synergy Statement together with the relevant bases of
belief (including sources of information and assumptions) with the
Directors of the Company and with the Financial Adviser. Our
work did not involve any independent examination of any of the
financial or other information underlying the Synergy
Statement.
Since the Synergy Statement and the assumptions on which it is
based relate to the future and may therefore be affected by
unforeseen events, we can express no opinion as to whether the
actual benefits achieved will correspond to those anticipated in
the Synergy Statement and the differences may be material.
Our work has not been carried out in accordance with auditing or
other standards and practices generally accepted in the United States of America or other
jurisdictions and accordingly should not be relied upon as if it
had been carried out in accordance with those standards and
practices.
Opinion
In our opinion, on the basis of the foregoing, the Directors
have made the Synergy Statement, in the form and context in which
it is made, with due care and consideration.
Yours sincerely
/s/ PricewaterhouseCoopers
PricewaterhouseCoopers
APPENDIX V
Report of Goldman Sachs International pursuant to Rule
19.3(b)(ii) of the Irish Takeover Rules
The Directors
Mylan N.V.
Albany Gate
Darkes Lane
Potters Bar
Hertfordshire EN6 1AG
24 April 2015
Dear Sirs,
Proposed Offer by Mylan N. V. ("Mylan") for Perrigo Company
plc ("Perrigo")
We refer to the statements of estimated operational synergies,
the bases of preparation thereof and the notes thereto (together
the "Statements") made by Mylan set out in this announcement
dated 24 April 2015, for which the
Directors of Mylan are solely responsible.
We have discussed the Statements (including the assumptions and
sources of information referred to therein) with the Directors of
Mylan and those officers and employees of Mylan who have developed
the underlying plans.
The Statements are subject to uncertainty as described in this
document and our work did not involve any independent examination
of any of the financial or other information underlying the
Statements.
We have relied upon the accuracy and completeness of all the
financial and other information reviewed by us and have assumed
such accuracy and completeness for the purposes of rendering this
letter. In giving the confirmation set out in this letter, we have
reviewed the work carried out by PricewaterhouseCoopers and have
discussed with them the conclusions stated in their letter dated
24 April 2015 addressed to yourselves
and ourselves in this matter.
We do not express any opinion as to the achievability of the
estimated operational synergies identified by the Directors of
Mylan.
This letter is provided pursuant to our engagement letter with
Mylan solely to the Directors of Mylan in connection with Rule
19.3(b)(ii) of the Irish Takeover Panel Act, 1997, Takeover Rules
2013, and for no other purpose. We accept no responsibility to
Perrigo or its shareholders or any other person, other than the
Directors of Mylan, in respect of the contents of, or any matter
arising out of or in connection with, this letter or the work
undertaken in connection with this letter.
On the basis of the foregoing, we consider that the Statements
by Mylan, for which the Directors of Mylan are solely responsible,
have been made with due care and consideration in the context in
which they were made.
Yours faithfully,
Michael Casey
Managing Director
For and on behalf of
Goldman Sachs International
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/mylan-to-commence-formal-offer-to-acquire-perrigo-for-us60-in-cash-and-22-mylan-shares-per-perrigo-share-300071765.html
SOURCE Mylan N.V.