HERTFORDSHIRE, England and
PITTSBURGH, Nov. 13, 2015 /PRNewswire/ -- Mylan N.V.
(NASDAQ: MYL; TASE) today announced that its offer to acquire all
of the issued and to be issued share capital of Perrigo Company plc
(NYSE: PRGO; TASE) has lapsed.
As of 8:00 AM Eastern Time on
November 13,
2015, 58,040,150 Perrigo ordinary shares, representing
approximately 40 percent of outstanding Perrigo ordinary
shares, were validly tendered in the offer. Accordingly, the
acceptance condition to the offer, as outlined in the September 14, 2015 Offer to Exchange /
Prospectus, has not been satisfied and the offer has lapsed in
accordance with its terms. As the offer has lapsed, it is no longer
capable of further acceptance and both Mylan and tendering Perrigo
shareholders have ceased to be bound by prior acceptances.
Any Perrigo ordinary shares which have been tendered by Perrigo
shareholders have not been accepted for exchange and will be
promptly returned to the relevant Perrigo shareholders.
Mylan's Executive Chairman Robert J.
Coury commented, "As we have said all along, Mylan viewed
Perrigo as a unique and exciting opportunity, but not one that was
required for the future success of our company. With one of the
strongest balance sheets in our industry, including a debt to
adjusted EBITDA ratio of 2x[1], as well as our
well-recognized prowess in identifying attractive external assets,
we are well-positioned to quickly execute on the next strategic,
value-enhancing opportunities for our business, some of which we
have already identified. These potential external opportunities,
coupled with the numerous exciting organic growth drivers we have
cultivated and the powerful and differentiated global platform we
have built, ensure we will remain a leader in our industry and that
we are well-positioned to deliver continued growth in the near- and
long-term.
Mylan CEO Heather Bresch
commented, "Mylan's focused approach to organic and inorganic
growth has delivered a 27% compound annual growth rate in adjusted
diluted earnings per share (EPS) for shareholders since 2008, while
strategically and consistently expanding our business. Our recent
financial results continue to demonstrate the power of our
standalone platform, with double digit-growth in our legacy
business, as well as enhanced double-digit growth from the EPD
business. With favorable dynamics for our EpiPen® Auto-Injector
asset, along with promising future launches, the outlook for 2016
is very strong. Further, we continue to expect that this
foundational strength of our business will allow us to deliver on
our target of at least $6.00 in
adjusted diluted EPS in 2018. We are confident that our
relentless focus on operational excellence, our exciting internal
growth opportunities and our meaningful participation in ongoing
industry consolidation will position us for continued success well
into the future."
Neither Mylan nor, so far as the directors of Mylan are aware,
any person acting in concert with Mylan held any relevant Perrigo
securities immediately before commencement of the offer period and
neither Mylan nor any person acting in concert with Mylan has
acquired or agreed to acquire any relevant Perrigo securities
during the offer period. Mylan has not received any acceptances of
the offer from persons acting in concert with Mylan. Neither Mylan,
nor any person acting in concert with Mylan is interested, or holds
any short positions, in any relevant Perrigo securities.
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 Mylan N.V.'s ("Mylan") 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 EPD
Transaction, future opportunities for Mylan and its products,
and any other statements regarding Mylan'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: the ability to meet expectations regarding
the accounting and tax treatments of 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 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 EPD Transaction; the retention of certain
key employees of the EPD Business being difficult; the possibility
that Mylan may be unable to achieve expected synergies and
operating efficiencies in connection with the EPD Transaction
within the expected time-frames or at all and to successfully
integrate 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;
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 Inc.'s Annual
Report on Form 10-K for the year ended December 31, 2014, in Mylan's Quarterly Reports
on Form 10-Q for the quarters ended March
31, 2015, June 30, 2015 and
September 30, 2015 and our other
filings with the SEC. 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 filing 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.
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.
NON-GAAP FINANCIAL MEASURES
This communication includes the presentation of certain
financial information that differs from what is reported under
GAAP. These non-GAAP financial measures, including, but not limited
to, adjusted diluted EPS, are presented in order to supplement
investors' and other readers' understanding and assessment of
Mylan's financial performance. Management uses these measures
internally for forecasting, budgeting and measuring its operating
performance. In addition, primarily due to acquisitions, Mylan
believes that an evaluation of its ongoing operations (and
comparisons of its current operations with historical and future
operations) would be difficult if the disclosure of its financial
results were limited to financial measures prepared only in
accordance with GAAP. Set forth below, Mylan has provided
reconciliations of such non-GAAP financial measures to the most
directly comparable GAAP financial measures. Investors and other
readers are encouraged to review the related GAAP financial
measures and the reconciliations of the non-GAAP measures to their
most directly comparable GAAP measures set forth below, and
investors and other readers should consider non-GAAP measures only
as supplements to, not as substitutes for or as superior measures
to, the measures of financial performance prepared in accordance
with GAAP.
Reconciliation of
Adjusted Net Earnings Attributable to Mylan N.V. and Adjusted
Diluted EPS
|
|
|
Year Ended
December 31,
|
(Unaudited; USD
in millions, except per share amounts)
|
2014
|
2013
|
2012
|
2011
|
2010
|
2009
|
2008
|
GAAP net earnings
(loss) attributable to Mylan N.V. and GAAP diluted
EPS
|
$ 929
|
$ 2.34
|
$ 624
|
$ 1.58
|
$ 641
|
$ 1.52
|
$ 537
|
$ 1.22
|
$ 224
|
$ 0.68
|
$ 94
|
$ 0.30
|
$ (335)
|
$ (1.10)
|
Purchase accounting
related amortization (primarily included in cost of sales)
(a)
|
419
|
|
371
|
|
391
|
|
365
|
|
309
|
|
283
|
|
489
|
|
Goodwill Impairment
Charges
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
385
|
|
Bystolic
Revenue
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(468)
|
|
Litigation
settlements, net
|
48
|
|
(10)
|
|
(3)
|
|
49
|
|
127
|
|
226
|
|
17
|
|
Interest expense,
primarily amortization of convertible debt discount
|
46
|
|
38
|
|
36
|
|
49
|
|
60
|
|
43
|
|
30
|
|
Non-cash accretion and
fair value adjustments of contingent consideration
liability
|
35
|
|
35
|
|
39
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Clean energy
investments pre-tax loss (b)
|
79
|
|
22
|
|
17
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Financing related
costs (included in other income (expense), net)
|
33
|
|
73
|
|
-
|
|
34
|
|
37
|
|
-
|
|
-
|
|
Acquisition related
costs (primarily included in cost of sales and selling, general and
administrative expense)
|
140
|
|
50
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Acceleration of
deferred revenue
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(29)
|
|
-
|
|
Non-controlling
interest
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
9
|
|
-
|
|
Restructuring and
other special items included in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
sales
|
45
|
|
49
|
|
66
|
|
8
|
|
7
|
|
33
|
|
53
|
|
Research and
development expense
|
18
|
|
52
|
|
12
|
|
4
|
|
10
|
|
49
|
|
14
|
|
Selling, general and
administrative expense
|
67
|
|
71
|
|
105
|
|
45
|
|
63
|
|
22
|
|
89
|
|
Other income
(expense), net
|
(11)
|
|
25
|
|
(1)
|
|
-
|
|
1
|
|
(13)
|
|
1
|
|
Tax effect of the
above items and other income tax related items (c)
|
(432)
|
|
(260)
|
|
(216)
|
|
(198)
|
|
(253)
|
|
(273)
|
|
(31)
|
|
Preferred dividend
(d)
|
-
|
|
-
|
|
-
|
|
-
|
|
122
|
|
139
|
|
-
|
|
Adjusted net
earnings attributable to Mylan N.V. and adjusted diluted
EPS
|
$ 1,416
|
$ 3.56
|
$ 1,140
|
$ 2.89
|
$ 1,087
|
$ 2.59
|
$ 893
|
$ 2.04
|
$ 707
|
$ 1.61
|
$ 583
|
$ 1.30
|
$ 244
|
$ 0.80
|
(a) Adjustment for purchase accounting related amortization
expense for the year ended December 31,
2014, 2013, 2012, and 2011, respectively include
$28 million, $18 million, $42
million and $16 million of
intangible asset impairment charges.
(b) Adjustment represents exclusion of the pre-tax loss
related to Mylan's clean energy investments, the activities of
which qualify for income tax credits under section 45 of the U.S.
Internal Revenue Code. The amount is included in other expense
(income), net.
(c) Adjustment for other income tax related items includes
the exclusion from adjusted net earnings for the year ended
December 31, 2014 of the tax benefit of approximately $150 million
related to the merger of the Company's wholly owned subsidiaries,
Agila Specialties Private Limited and Onco Therapies Limited, into
Mylan Laboratories Limited.
(d) Adjusted diluted EPS for the year ended December 31, 2010, includes the full effect of
the conversion of the company's preferred stock into 125.2 million
shares of common stock on November 15,
2010. Adjusted diluted EPS for the period ended December 31, 2009 was calculated under the
"if-converted method" which assumes conversion of the Company's
preferred stock into shares of common stock, based on an average
share price, and excludes the preferred dividend from the
calculation, as the "if-converted method" is more dilutive.
Reconciliation of
Adjusted EBITDA
|
LTM Ended
September 30,
|
|
|
|
|
2015
|
|
GAAP net earnings
attributable to Mylan N.V.
|
$
1,038.7
|
|
Add
adjustments:
|
|
|
Net contribution
attributable to the noncontrolling interest and equity method
investments
|
104.8
|
|
Income
taxes
|
125.9
|
|
Interest
expense
|
350.5
|
|
Depreciation and
amortization
|
888.9
|
|
EBITDA
|
$
2,508.8
|
|
Add / (deduct)
adjustments:
|
|
|
Share-based
compensation expense
|
71.1
|
|
Litigation
settlements, net
|
(11.2)
|
|
Restructuring & other special
items
|
585.0
|
|
Adjusted
EBITDA
|
$
3,153.7
|
|
|
|
|
[1] Mylan's debt was $6.31
billion as of September 30,
2015, and Mylan's adjusted earnings before interest,
taxes, depreciation and amortization (Adjusted EBITDA) for the
twelve month period ended September 30,
2015 was $3.15 billion.
While debt is a GAAP measure as reflected in our financial
statements for the quarter ended September
30, 2015, Adjusted EBITDA is a non-GAAP financial measure.
Please see the back of this release for the reconciliation of
Adjusted EBITDA to the most directly comparable GAAP measure, net
earnings.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/mylan-announces-results-of-offer-to-acquire-perrigo-and-lapse-of-offer-300178398.html
SOURCE Mylan N.V.