HERTFORDSHIRE, England and
PITTSBURGH, Aug. 28, 2015 /PRNewswire/ -- Mylan N.V.
(NASDAQ: MYL) today announced that its shareholders have approved
Mylan's proposed acquisition of Perrigo Company plc (NYSE: PRGO;
TASE) and the related issuance of Mylan ordinary shares to
Perrigo's shareholders at an extraordinary general meeting of
shareholders held today. The transaction received the approval
of two-thirds of the votes cast at the extraordinary
general meeting. In addition, the transaction received support from
more than a majority of all outstanding ordinary shares.
Mylan's Executive Chairman Robert J.
Coury commented, "We sincerely appreciate our shareholders'
overwhelming support of this transaction, as well as their support
of Mylan's ongoing strategy. We believe the vote underscores
shareholders' clear understanding of, and support for, the
strategic rationale and potential for value creation inherent in
the combination of Mylan and Perrigo. We look forward to launching
our formal offer directly to Perrigo shareholders in the coming
weeks, and we are very confident that they too will support this
unique and compelling transaction."
As previously announced on April 24,
2015, Mylan issued a Rule 2.5 announcement (amended on
April 29, 2015 and on August 13, 2015) under the Irish Takeover Rules
setting forth its legally-binding commitment to commence an offer
for the entire issued and to be issued shares of Perrigo. The
proposed transaction remains subject to the pre-condition and
certain conditions and other terms set forth in the formal Rule 2.5
announcement and other offer documents.
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.
FORWARD-LOOKING STATEMENTS
This communication contains "forward-looking statements." Such
forward-looking statements may include, without limitation,
statements about the proposed acquisition of Perrigo Company plc
("Perrigo") by Mylan N.V. ("Mylan") (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, 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"); any
regulatory, legal, or other impediments to our ability to bring new
products to market; 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 ("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's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2015 and
June 30, 2015 and our other filings
with the Securities and Exchange Commission ("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 on Form S-4 (that includes an offer to
exchange/prospectus) that Mylan filed with the SEC on May 5, 2015 (which Registration Statement was
amended on June 19, 2015,
July 16, 2015, and August 6, 2015 and has not yet been declared
effective, the "Registration Statement") and the definitive proxy
statement on Schedule 14A that Mylan filed with the SEC on
July 28, 2015 (as thereafter
supplemented, including by the proxy supplement filed on
August 20, 2015, the "Proxy
Statement") in connection with the Perrigo Proposal. 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.
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 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 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 SEC (and anticipates filing further materials),
including, among other materials, the Registration Statement and
the Proxy Statement. In connection with the Perrigo Proposal, Mylan
currently 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.
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.
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.
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SOURCE Mylan N.V.