HERTFORDSHIRE, England and
PITTSBURGH, Sept. 14, 2015 /PRNewswire/ -- Mylan N.V.
(NASDAQ: MYL) today announced that it has officially commenced its
formal offer to acquire all outstanding ordinary shares of Perrigo
Company plc (NYSE: PRGO; TASE). Under the terms of the offer,
Perrigo shareholders will receive $75
in cash and 2.3 Mylan ordinary shares for each Perrigo ordinary
share. Perrigo shareholders will own approximately 40% of the
combined company upon completion of the transaction.
Mylan's Executive Chairman Robert J.
Coury commented, "With the overwhelming support of Mylan
shareholders, today we officially are taking our offer
directly to the Perrigo shareholders. We are highly confident that
the majority of Perrigo shareholders will support this full and
compelling offer, particularly in the absence of any competing
interest in this asset and the significant uncertainties, execution
risk and lengthy timetable associated with Perrigo's standalone
strategy.
"With just one transaction with Mylan, we are offering Perrigo
shareholders immediate accretion to the value of their holdings,
$75 in cash, and the ability to
participate in the significant opportunities created by this
combination, building on Mylan's impressive track record of success
and delivering growth and value for shareholders over the long
term.
"Further, the price we are offering Perrigo shareholders
represents a generous multiple of approximately 19x[1] based on
Mylan's current share price, which is one of the highest multiples
paid in our industry to date taking into account recent large
transactions, and we believe this multiple fairly reflects the
intrinsic value of Perrigo."
Mylan CEO Heather Bresch
commented, "The strategic logic behind this combination is
abundantly clear and has been recognized by many third party
commentators and Perrigo itself. Together, Mylan and Perrigo will
create a unique and powerful force in our
industry, with the scale, breadth and reach to create
significant and sustained value for shareholders and all other
stakeholders. This strategic rationale is only further strengthened
by the rapid consolidation within our industry. While we believe
Perrigo represents the most attractive entry point for Mylan to
apply its global manufacturing and supply chain expertise and broad
commercial reach to the over-the-counter category, Mylan is
committed and well-positioned to pursue the OTC segment
independently given its global scale and capabilities."
Mr. Coury further commented, "We believe that the choice we have
given Perrigo shareholders is more clear today than ever before:
accept a highly attractive offer including $75 in cash and participate in the exciting
potential for growth and value creation of a combined
Mylan-Perrigo, or receive no upfront cash and risk a significant
and precipitous drop in value in Perrigo's stock, while weathering
the delays and potential execution and integration
risk inherent in Perrigo's standalone strategy as it tries to
achieve the scale, breadth and reach required for success in this
industry.
"We look forward to discussing our offer directly with Perrigo
shareholders in the coming weeks and are confident that the clear
and direct pathway to completion that we have provided will allow
us to close our offer on November 13th with the robust
support of Perrigo shareholders."
The offer is being made in accordance with Mylan's announcement
(dated April 24, 2015 and amended on
April 29, 2015 and on August 13, 2015) pursuant to Rule 2.5 of Irish
Takeover Rules that set forth Mylan's legally binding commitment to
commence an offer for the entire issued and to be issued share
capital of Perrigo.
The offer and withdrawal rights are scheduled to expire at
1:00 P.M. (Irish time)/8:00 A.M. (New York
City time) on November 13,
2015, unless the offer is extended with the consent of the
Irish Takeover Panel. The acceptance condition for the offer
requires greater than 50% of Perrigo ordinary shares to have been
tendered into the offer.
A copy of the Offer to Exchange (being the offer document for
the purposes of the Irish Takeover Rules) and other related
materials is being mailed to Perrigo shareholders and the Offer to
Exchange will be available at perrigotransaction.mylan.com.
The offer is subject to the conditions in Mylan's announcement
of April 24, 2015 (as amended on
April 29, 2015 and August 13, 2015), including 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.
Goldman Sachs & Co 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 and
NautaDutilh acting as legal advisor in the Netherlands.
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 a compulsory
acquisition, whether Perrigo will cooperate with Mylan and whether
Mylan will be able to consummate the offer and a 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 or be required,
as a condition to obtaining regulatory approvals, to accept
conditions that could reduce the anticipated benefits of the offer;
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 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 (which includes an offer to exchange/prospectus and was
declared effective on September 10,
2015, the "Registration 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. In
connection with the Perrigo Proposal, Mylan also filed with the SEC
on September 14, 2015 a Tender Offer
Statement on Schedule TO, which includes the offer to exchange,
form of letter of transmittal and other related offer
documents. Mylan has begun mailing the Offer to
Exchange/Prospectus to Perrigo shareholders in connection with the
Perrigo Proposal. 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.
AVAILABILITY OF THE OFFER TO EXCHANGE (OFFER
DOCUMENT)
A copy of the Offer to Exchange (being the offer document for
the purposes of the Irish Takeover Rules) is available for
inspection at the offices of Arthur
Cox, Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland.
[1] Based upon Mylan's share price of $48.65 as of September 11,
2015 and Perrigo's CY'15E EBITDA of $1.7bn per I/B/E/S Consensus as of September 11, 2015. Mylan does not endorse or
adopt I/B/E/S Consensus estimates.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/mylan-commences-offer-to-acquire-perrigo-300142072.html
SOURCE Mylan N.V.