HERTFORDSHIRE, England and
PITTSBURGH, May 17, 2016 /PRNewswire/ -- The Offer is
not being made, and this press release may not be distributed,
directly or indirectly, in or into, nor will any tender of shares
be accepted from or on behalf of holders in, any jurisdiction in
which the making of the Offer, the distribution of this press
release or the acceptance of any tender of shares would contravene
applicable laws or regulations or require further offer documents,
filings or other measures in addition to those required under
Swedish law, Dutch law and U.S. law.
Mylan N.V. (NASDAQ, TASE: MYL) today announced an update to its
indicative timetable for the commencement of the acceptance period
for Mylan's recommended public offer to the shareholders of Meda
Aktiebolag (publ.) ("Meda") to tender all their shares in
Meda to Mylan (the "Offer").
As the Offer documentation remains subject to ongoing review by
regulatory authorities, specifically the U.S. Securities and
Exchange Commission, the Swedish Financial Supervisory Authority
and the Netherlands Authority for Financial Markets, Mylan now
expects publication of the Offer documents and commencement of the
acceptance period for the Offer by no later than mid-June 2016, subject to completion of these
regulatory reviews.
Mylan continues to expect that the Offer, which was originally
announced on Feb. 10, 2016 via press
release (the "Offer Announcement"), will be completed by the end of
the third quarter of 2016.
Mylan is not revising its estimates from the Offer Announcement
that the acceptance period will expire on July 29, 2016 and settlement will occur on
Aug. 5, 2016, subject to the
satisfaction of the conditions to the Offer, including the receipt
of all necessary regulatory, governmental and similar clearances,
approvals and decisions (including from competition
authorities).
Mylan discloses the information provided herein pursuant to
Nasdaq Stockholm's Takeover Rules. The information was submitted
for publication on May 17,
2016, 11:30 p.m. CET.
FORWARD-LOOKING STATEMENTS
This release contains "forward-looking statements." Such
forward-looking statements may include, without limitation,
statements about the proposed acquisition of Meda by Mylan (the
"Meda Transaction"), the Offer, the benefits and synergies of the
Meda Transaction, future opportunities for Mylan, Meda, or the
combined company and products and any other statements regarding
Mylan's, Meda'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 Meda
Transaction, including as to the timing of the Meda Transaction,
uncertainties as to whether Mylan will be able to complete the Meda
Transaction, the possibility that competing offers will be made,
the possibility that certain conditions to the completion of the
Offer will not be satisfied, and the possibility that Mylan will be
unable to obtain regulatory approvals for the Meda Transaction or
be required, as a condition to obtaining regulatory approvals, to
accept conditions that could reduce the anticipated benefits of the
Meda Transaction; the ability to meet expectations regarding the
accounting and tax treatments of 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") and the Meda Transaction; changes in relevant tax and
other laws, including but not limited to changes in the U.S. tax
code and healthcare and pharmaceutical laws and regulations in the
U.S. and abroad; the integration of the EPD Business and Meda 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 and the Meda Transaction;
the retention of certain key employees of the EPD Business and Meda
being difficult; the possibility that Mylan may be unable to
achieve expected synergies and operating efficiencies in connection
with the EPD Transaction and the Meda Transaction within the
expected time-frames or at all and to successfully integrate the
EPD Business and Meda; 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 Mylan's ability to bring
new products to market; success of clinical trials and Mylan's
ability to execute on new product opportunities; any changes in or
difficulties with our inventory of, and our ability to manufacture
and distribute, the EpiPen® Auto-Injector to meet anticipated
demand; 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, Meda 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 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 Annual Report on
Form 10-K for the year ended December 31,
2015, as amended, its Quarterly Report on Form 10-Q for the
three months ended March 31, 2016 and
its other filings with the Securities and Exchange Commission
("SEC"). These risks and uncertainties also include those risks and
uncertainties that are discussed in the offer document that has
been filed with the Swedish Financial Supervisory Authority
("SFSA") and will be published by Mylan upon approval by the SFSA
(the "Offer Document"), the Registration Statement on Form S-4
filed with the SEC on April 11, 2016
(as amended from time to time, the "Registration Statement") and
the EU Prospectus that has been filed with the Netherlands
Authority for the Financial Markets ("AFM") and will be published
by Mylan upon approval by the AFM (the "EU Prospectus"). 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. Mylan
undertakes no obligation to update any statements herein for
revisions or changes after the date of this release.
ADDITIONAL INFORMATION
In connection with the Offer, the Offer Document has been filed
with the SFSA and will be published by Mylan upon approval by the
SFSA. In addition, Mylan has filed certain materials with the SEC,
including, among other materials, the Registration Statement. The
EU Prospectus has been filed with the AFM and will be published by
Mylan upon approval by the AFM. This release is not intended to be,
and is not, a substitute for such documents or for any other
document that Mylan may file with the SFSA, the SEC, the AFM or any
other competent EU authority in connection with the Offer. This
release contains advertising materials (reclame-uitingen) in
connection with the Offer as referred to in Section 5:20 of the
Dutch Financial Supervision Act (Wet op het financieel
toezicht). INVESTORS AND SECURITYHOLDERS OF MEDA IN
SWEDEN AND INVESTORS AND
SECURITYHOLDERS OF MEDA IN THE EUROPEAN ECONOMIC AREA BUT OUTSIDE
OF SWEDEN ARE URGED TO READ THE
OFFER DOCUMENT THAT IS APPROVED BY THE SFSA AND ANY SUPPLEMENT
THERETO, OR THE EU PROSPECTUS THAT IS APPROVED BY THE AFM AND ANY
SUPPLEMENT THERETO, AS APPLICABLE, CAREFULLY AND IN THEIR ENTIRETY
BEFORE MAKING AN INVESTMENT DECISION BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT MYLAN, MEDA AND THE OFFER. INVESTORS
AND SECURITYHOLDERS OF MEDA OUTSIDE THE EUROPEAN ECONOMIC AREA ARE
URGED TO READ ANY DOCUMENTS FILED WITH THE SFSA, THE SEC AND THE
AFM OR ANY OTHER COMPETENT EU AUTHORITY CAREFULLY AND IN THEIR
ENTIRETY (IF AND WHEN THEY BECOME AVAILABLE) BEFORE MAKING AN
INVESTMENT DECISION BECAUSE THEY WILL EACH CONTAIN IMPORTANT
INFORMATION ABOUT MYLAN, MEDA AND THE OFFER. Such documents are or
upon publication will be available free of charge through the
website maintained by the SEC at www.sec.gov, on Mylan's website at
medatransaction.mylan.com or, to the extent filed with the AFM,
through the website maintained by the AFM at www.afm.nl, or by
directing a request to Mylan at +1 724-514-1813 or
investor.relations@mylan.com. Any materials filed by Mylan with the
SFSA, the SEC, the AFM or any other competent EU authority that are
required to be mailed to Meda shareholders will also be mailed to
such shareholders. A copy of this communication will be available
free of charge at the following website:
medatransaction.mylan.com.
FURTHER INFORMATION
The Offer is not being made to persons whose participation in
the Offer requires that an additional offer document be prepared or
registration effected or that any other measures be taken in
addition to those required under Swedish law (including the Swedish
Takeover Rules), Dutch law and U.S. law.
The distribution of this communication and any related Offer
documentation 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.
The Offer is not being made, and this communication may not be
distributed, directly or indirectly, in or into, nor will any
tender of shares be accepted from or on behalf of holders in, any
jurisdiction in which the making of the Offer, the distribution of
this communication or the acceptance of any tender of shares would
contravene applicable laws or regulations or require further offer
documents, filings or other measures in addition to those required
under Swedish law (including the Swedish Takeover Rules), Dutch law
and U.S. law.
The acceptance period for the Offer has not commenced.
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 more than 1,400 generic and branded pharmaceuticals,
including antiretroviral therapies on which approximately 50% of
people being treated for HIV/AIDS in the developing world depend.
We market our products in approximately 165 countries and
territories. Our global R&D and manufacturing platform includes
more than 50 facilities, and we are one of the world's largest
producers of active pharmaceutical ingredients. Every member of our
nearly 35,000-strong workforce is dedicated to creating better
health for a better world, one person at a time. Learn more at
mylan.com.
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SOURCE Mylan N.V.