HERTFORDSHIRE, England and
PITTSBURGH, July 27, 2015 /PRNewswire/ -- Mylan N.V.
(NASDAQ: MYL) today issued the following statement regarding Teva's
(NYSE and TASE: TEVA) announcement of its entry into an agreement
to acquire Allergan's Generic Drug Unit and its withdrawal of
its unsolicited expression of interest to acquire Mylan.
Mylan Executive Chairman Robert J.
Coury stated: "We congratulate Teva on their agreement to
acquire Allergan's generics business and welcome their continued,
and potentially enhanced, commitment to the generics industry. As
Teva continues to move forward with their strategy, Mylan's
strategic focus remains unchanged.
"Mylan's Board and leadership team remains steadfast in its
commitment to our mission, vision and strategy to provide access to
quality medicine to the world's 7 billion people and deliver value
and sustainable growth for our shareholders and other stakeholders.
Our offer to acquire Perrigo continues to be the next natural step
in this strategy. Combining Mylan and Perrigo will create a unique
infrastructure that is able to maximize on evolving industry
dynamics and capitalize on key trends. Further, the complementary
cultures and strategies of these two businesses will enable us to
redefine how healthcare is delivered and position our company for
the future.
"We look forward to the next step in the process to make our
combination with Perrigo a reality – the vote by Mylan shareholders
to support this transaction – which we expect to occur in the next
several weeks."
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 nearly 50% 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 N.V. ("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 "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 Rules.
Under the provisions of Rule 8.1 of the 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 (the "Panel") 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 Rules, which can
also be found on the 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 Panel's website at www.irishtakeoverpanel.ie or
contact the 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 was
amended on June 19, 2015 and
July 16, 2015 and has not yet been
declared effective, the "Registration Statement") and a preliminary
proxy statement on Schedule 14A on May 5,
2015 (which preliminary proxy statement was amended on
June 19, 2015, July 16, 2015 and July 24,
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 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, amended on April 30, 2015 and updated by Mylan's Current
Report on Form 8-K filed on June 11,
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.
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' 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;
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,
amended on April 30, 2015 and updated
by Mylan's Current Report on Form 8-K filed on June 11, 2015.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/mylan-comments-on-tevas-agreement-to-acquire-allergans-generic-drug-unit-300118882.html
SOURCE Mylan N.V.