HERTFORDSHIRE, England and
PITTSBURGH, June 16, 2015 /PRNewswire/ -- Mylan N.V. (NASDAQ:
MYL) today issued the following statement regarding Abbott
Laboratories' (NYSE: ABT) announced intention to support Mylan's
offer to acquire Perrigo Company plc (NYSE: PRGO; TASE) and vote in
favor of this acquisition at Mylan's upcoming shareholder
meeting. Abbott is currently
Mylan's largest shareholder, owning 14.5% of Mylan's outstanding
shares, and is an important long-term stakeholder of Mylan through
various manufacturing partnerships.
Mylan Executive Chairman Robert J.
Coury stated: "We are very pleased that, while Abbott is under no obligation to do so,
Abbott has voluntarily chosen to
express its support of Mylan, our strategic growth plan and
stand-alone strategy, and our proposed combination with Perrigo.
When we acquired Abbott's non-U.S.
developed markets specialty and branded generics business earlier
this year, we gained an important stakeholder in Abbott, which understands the powerful
potential of our platform, and the critical importance of our scale
and breadth across our distribution channels. We are grateful for
Abbott's support of our long-term
vision, which we firmly believe will continue to deliver strong
near-term and long-term returns in this rapidly evolving industry
and will promote the sustainable success of Mylan's business."
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.
RESPONSIBILITY STATEMENT
The directors of Mylan accept responsibility for the information
contained in this communication. 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
communication 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 Panel
Act, 1997, Takeover Rules 2013 (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 Company
plc ("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, which is authorized by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting for Mylan and no one
else in connection with the proposed acquisition of Perrigo by
Mylan (the "Perrigo Proposal") and will not be responsible to
anyone other than Mylan for providing the protections afforded to
clients of Goldman Sachs, or for giving advice in connection with
the Perrigo Proposal or any matter referred to herein.
Goldman Sachs does not accept any responsibility whatsoever for
the contents of this communication or for any statement made or
purported to be made by them or on their behalf in connection with
the offer. Goldman Sachs accordingly disclaims all and any
liability whether arising in tort, contract or otherwise which it
might otherwise have in respect of this communication or any such
statement.
ADDITIONAL INFORMATION
In connection with the Perrigo Proposal, Mylan has filed certain
materials with the Securities and Exchange Commission (the "SEC"),
including, among other materials, a Registration Statement on Form
S-4 (that includes an offer to exchange/prospectus) on May 5, 2015 (which Registration Statement has not
yet been declared effective, the "Registration Statement") and a
preliminary proxy statement on Schedule 14A on May 5, 2015 (the "Preliminary Proxy Statement").
In connection with the Perrigo Proposal, Mylan intends to file with
the SEC a Tender Offer Statement on Schedule TO and certain other
materials. 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 Perrigo Proposal.
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 PERRIGO PROPOSAL. 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 U.S. 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 Perrigo Proposal under the rules
of the SEC. Information regarding Mylan's directors and executive
officers may be found in Mylan Inc.'s Annual Report on Form 10-K
for the fiscal year ended December 31,
2014, which was filed with the SEC on March 2, 2015 and amended on April 30, 2015, as well as in the Registration
Statement and the Preliminary Proxy Statement. 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
Securities Act of 1933, as amended.
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.
TRADEMARK DISCLAIMER
All trademarks, trade names, product names, graphics and logos
of Mylan or any of its affiliates contained herein are trademarks,
registered trademarks or trade dress of Mylan or such affiliate in
the United States and/or other
countries. All other trademarks, trade names, product names and
logos contained herein are the property of their respective owners.
The use or display of other parties' trademarks, trade names,
product names or logos is not intended to imply, and should not be
construed to imply, a relationship with, or endorsement or
sponsorship of Mylan by such other party.
FORWARD-LOOKING STATEMENTS
This communication contains "forward-looking statements." Such
forward-looking statements may include, without limitation,
statements about the Perrigo Proposal, Mylan's acquisition (the
"EPD Transaction") of Mylan Inc. and Abbott Laboratories'
("Abbott") non-U.S. developed
markets specialty and branded generics business (the "EPD
Business"), the benefits and synergies of the Perrigo Proposal or
EPD 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 related to the Perrigo
Proposal, including as to the timing of the offer and compulsory
acquisition, whether Perrigo will cooperate with Mylan and whether
Mylan will be able to consummate the offer and compulsory
acquisition, whether Mylan shareholders will provide the requisite
approvals for the Perrigo Proposal, the possibility that competing
offers will be made, the possibility that the conditions to the
consummation of the offer will not be satisfied, and the
possibility that Mylan will be unable to obtain regulatory
approvals for the offer and compulsory acquisition or be required,
as a condition to obtaining regulatory approvals, to accept
conditions that could reduce the anticipated benefits of the offer
and compulsory acquisition; the ability to meet expectations
regarding the accounting and tax treatments of a transaction
relating to the Perrigo Proposal and the EPD Transaction; changes
in relevant tax and other laws, including but not limited to
changes in healthcare and pharmaceutical laws and regulations in
the U.S. and abroad; the integration of Perrigo and the EPD
Business 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 Perrigo Proposal and the
EPD Transaction; the retention of certain key employees of Perrigo
and the EPD Business being difficult; the possibility that Mylan
may be unable to achieve expected synergies and operating
efficiencies in connection with the Perrigo Proposal and the EPD
Transaction within the expected time-frames or at all and to
successfully integrate Perrigo and the EPD Business; expected or
targeted future financial and operating performance and results;
challenges to our business and strategic plans posed by the recent
unsolicited business proposal made by Teva Pharmaceutical
Industries Ltd. ("Teva") to acquire all of our outstanding shares;
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 our 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 accounting
principles generally accepted in the
United States of America 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's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2015 and our
other filings with the SEC. These risks, as well as other risks
associated with Mylan, Perrigo, and the combined company are also
more fully discussed in the Registration Statement and the
Preliminary Proxy Statement. 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. Except as required by applicable law,
Mylan undertakes no obligation to update any statements herein for
revisions or changes after the date of this communication.
NO PROFIT FORECAST / ASSET VALUATIONS
No statement in this communication 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 communication constitutes an asset valuation.
SOURCES AND BASES OF INFORMATION
The information set forth under "About Mylan" above has been
extracted from Mylan Inc.'s Annual Report (Form 10-K) for the
period ended December 31, 2014 filed
with the SEC on March 2, 2015.
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visit:http://www.prnewswire.com/news-releases/mylan-issues-statement-in-response-to-abbotts-support-for-perrigo-transaction-300099840.html
SOURCE Mylan N.V.