HERTFORDSHIRE, England and
PITTSBURGH, Oct. 8, 2015 /PRNewswire/ -- Mylan N.V.
(Nasdaq: MYL), a leading global pharmaceutical company, will host a
conference call and webcast on Tuesday, Oct.
13th at 5:00 pm ET
to review the value to be created for shareholders of Perrigo
Company plc (NYSE: PRGO; TASE) through Mylan's offer to acquire the
company. During the call, Mylan will review a comprehensive
presentation which outlines the compelling proposition for Perrigo
shareholders. Mylan's offer represents a very attractive EBITDA
multiple, one of the highest ever paid in the industry, and an
attractive premium to Perrigo's hypothetical unaffected stock
price. Mylan also will outline how a combination of the two
companies would immediately achieve Perrigo's stated business
strategy and reduce its future business and performance risk.
Under the terms of Mylan's offer, Perrigo shareholders will
receive $75 in cash and 2.3 Mylan
ordinary shares for each Perrigo ordinary share. On
September 14, 2015 Mylan officially
commenced its formal offer to acquire all outstanding ordinary
shares of Perrigo.
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/Prospectus (being the offer
document for the purposes of the Irish Takeover Rules) and other
related materials have been mailed to Perrigo shareholders and the
Offer to Exchange/Prospectus is available at
perrigotransaction.mylan.com.
The dial-in number to access the call is 800.514.4861
or 678.809.2405 for international callers. To access the
live webcast, please log on to Mylan's website, mylan.com, at least
15 minutes before the event is scheduled to begin to register and
download or install any necessary software.
The presentation will be made available at
www.perrigotransaction.mylan.com and the other materials related to
Mylan's offer are also available at
www.perrigotransaction.mylan.com.
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/prospectus (the
"Offer to Exchange/Prospectus), form of letter of transmittal and
other related offer documents. Mylan has mailed 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/PROSPECTUS (OFFER
DOCUMENT)
A copy of the Offer to Exchange/Prospectus (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.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/mylan-to-host-investor-conference-call-and-webcast-for-perrigo-shareholders-300156991.html
SOURCE Mylan N.V.