DUBLIN, April 24, 2015 /PRNewswire/ -- Perrigo
Company plc ("Perrigo" or the "Company") (NYSE: PRGO, TASE) today
announced its rejection of the unsolicited offer from Mylan NV
("Mylan") (NASDAQ: MYL) to acquire all of the outstanding shares of
Perrigo for $60.00 per share in cash
and 2.2 Mylan ordinary shares for each ordinary Perrigo share (the
"Offer").
The Board previously concluded that Mylan's unsolicited proposal
of $205.00 per share significantly
undervalued the Company and its future growth prospects and was not
in the best interests of Perrigo's shareholders.
Today's announcement from Mylan proposes a price that is lower
than the previously rejected proposal. Based on Mylan's unaffected
price of $55.31 per share on
March 10, 2015, the last day of
trading prior to widespread public speculation that Teva was
considering an offer for Mylan, the value of the Offer is
$181.67 per Perrigo share.
Shareholders are strongly advised to take no action in relation
to the Offer.
Irish Takeover Rules
The directors of Perrigo accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the directors of Perrigo (who have taken
all reasonable care to ensure 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.
A person interested in 1% or more of any class of relevant
securities of Perrigo or Mylan may have disclosure obligations
under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover
Rules, 2013 ("Irish Takeover Rules").
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 be found on the Irish Takeover
Panel's website.
If you are in any doubt as to whether 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; fax
number +353 1 678 9289.
Important Information
Morgan Stanley & Co. LLC acting through its affiliate,
Morgan Stanley & Co. International plc, is financial advisor to
Perrigo and no one else in connection with the matters referred to
in this announcement. In connection with such matters, Morgan
Stanley & Co. LLC, Morgan Stanley & Co. International plc,
each of their affiliates and each of their and their affiliates'
respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be
responsible to any other person other than Perrigo for providing
the protections afforded to their clients or for providing advice
in connection with the contents of this announcement or any other
matter referred to herein.
Forward-Looking Statements
Certain statements in this press release are forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934, as
amended, and are subject to the safe harbor created thereby. These
statements relate to future events or the Company's future
financial performance and involve known and unknown risks,
uncertainties and other factors that may cause the actual results,
levels of activity, performance or achievements of the Company or
its industry to be materially different from those expressed or
implied by any forward-looking statements. In some cases,
forward-looking statements can be identified by terminology such as
"may," "will," "could," "would," "should," "expect," "plan,"
"anticipate," "intend," "believe," "estimate," "predict,"
"potential" or other comparable terminology. The Company has based
these forward-looking statements on its current expectations,
assumptions, estimates and projections. While the Company believes
these expectations, assumptions, estimates and projections are
reasonable, such forward-looking statements are only predictions
and involve known and unknown risks and uncertainties, many of
which are beyond the Company's control, including future actions
that may be taken by Mylan in furtherance of its unsolicited
proposal. These and other important factors, including those
discussed under "Risk Factors" in the Perrigo Company's Form 10-K
for the year ended June 28, 2014, as
well as the Company's subsequent filings with the Securities and
Exchange Commission, may cause actual results, performance or
achievements to differ materially from those expressed or implied
by these forward-looking statements. The forward-looking statements
in this press release are made only as of the date hereof, and
unless otherwise required by applicable securities laws, the
Company disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
Additional Information and Where to Find It
The exchange offer for the outstanding shares of Perrigo
described herein has not yet commenced. If an exchange
offer by Mylan is commenced, Perrigo intends to file a
solicitation/recommendation statement with respect to such exchange
offer with the Securities and Exchange Commission ("SEC").
Security holders are urged to read the solicitation/recommendation
statement and other relevant materials if and when they become
available because they will contain important information.
The solicitation/recommendation statement and other SEC filings
made by Perrigo may be obtained (when available) without charge at
the SEC's website at www.sec.gov and at the investor relations
section of the Perrigo website at
perrigo.investorroom.com.
About Perrigo
Perrigo Company plc, 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,
headquartered in Ireland, has
grown to become the world's largest manufacturer of OTC products
and supplier of infant formulas for the store brand market. The
Company 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.
A copy of this announcement will be available on Perrigo's
website at www.perrigo.com.
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SOURCE Perrigo Company plc