DUBLIN, Sept. 14, 2015 /PRNewswire/ -- Perrigo Company
plc ("Perrigo") (NYSE: PRGO; TASE) today confirmed that Mylan N.V.
("Mylan") (NASDAQ: MYL) has commenced an unsolicited exchange offer
to acquire all of the issued and to be issued ordinary shares of
Perrigo. Shareholders are strongly advised to take no action in
relation to the offer at this time pending the Board's
review.
The Board of Perrigo will assess Mylan's offer and advise
Perrigo shareholders of its recommendation regarding the exchange
offer within 10 business days by making available to shareholders
and filing with the U.S. Securities and Exchange Commission a
solicitation/recommendation statement on Schedule 14D-9 and in
accordance with Rule 25 of the Irish Takeover Rules.
Applicable securities laws restrict Perrigo's ability to comment on
Mylan's offer until after its Schedule 14D-9 has been filed.
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
27, 2015, 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
This
communication does not constitute an offer to buy or solicitation
of an offer to sell any securities. Perrigo intends to file a
solicitation/recommendation statement with respect to the 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.
Shareholders may also obtain copies of the information by
contacting Mackenzie Partners, Inc. at 212-929-5500 or 800-322-2885
Toll-Free in North America or by
email at PRGO@mackenziepartners.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