Mylan's Offer Document Approved and Published
HERTFORDSHIRE, England and
PITTSBURGH, June 16, 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,
Australia, Hong Kong, Japan, Canada, New
Zealand or South Africa,
or any other 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 (including
the Swedish Takeover Rules), Dutch law, United Kingdom law, Danish law, Irish law and
U.S. law.
Mylan N.V. (NASDAQ, TASE: MYL) today announced that its Offer
Document relating to its recommended public offer to the
shareholders of Meda Aktiebolag (publ.) to tender all their shares
in Meda to Mylan (the "Offer") has been approved by the Swedish
Financial Supervisory Authority (Sw: Finans-inspektionen)
(the "SFSA") and is available, along with acceptance forms, at
medatransaction.mylan.com and
www.handelsbanken.se/investeringserbjudande. The Offer was
initially announced on Feb. 10,
2016.
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The Offer Document and the acceptance form will be mailed to
shareholders in Meda whose shares are directly registered with
Euroclear Sweden AB. Copies of the Offer Document and acceptance
forms will also be provided free of charge upon request. Such
request may be made by telephone to Handelsbanken shareholder
service at + 46 (0) 480-404 110 and/or via email at
handelsbanken@answeronline.se.
Mylan has also filed (i) a Registration Statement on Form S-4
(the "Registration Statement"), including a related prospectus,
with the U.S. Securities and Exchange Commission (the "SEC"), which
prospectus will be distributed to shareholders in Meda whose shares
are directly registered with Euroclear Sweden AB, and (ii) the
prospectus to be issued in connection with the Offer (the "EU
Prospectus") with the Netherlands Authority for the Financial
Markets (Autoriteit Financiële Markten) (the "AFM"). The
Registration Statement, the EU Prospectus and a Danish translation
of the summary of the EU Prospectus will be available free of
charge on the transaction website at medatransaction.mylan.com,
through the website maintained by the SEC at www.sec.gov (in the
case of the Registration Statement) and/or through the website
maintained by the AFM at www.afm.nl (in the case of the EU
Prospectus).
The acceptance period for the Offer runs from and including
June 17, 2016 up to and including
July 29, 2016. Settlement is expected
to commence around Aug. 10, 2016.
Mylan reserves the right to extend the acceptance period and, to
the extent necessary and permissible, will do so in order for the
acceptance period to cover applicable decision-making procedures at
relevant authorities. Mylan also reserves the right to postpone the
settlement date. Mylan will announce any extension of the
acceptance period and/or postponement of the settlement date by a
press release in accordance with applicable laws and
regulations.
Further Information about the Offer
The aforementioned press releases and further information about
the Offer are available at: medatransaction.mylan.com.
Mylan discloses the information provided herein pursuant to
the Swedish Financial Instruments Trading Act and Nasdaq
Stockholm's Takeover Rules (the "Takeover Rules"). The information
was submitted for publication on June
16, 2016, 10:05 p.m. CET.
Additional Information
In connection with the Offer, the Offer Document was approved by
the SFSA and published by Mylan on June 16,
2016. In addition, Mylan has filed certain materials with
the SEC, including, among other materials, the Registration
Statement, which was declared effective on June 16, 2016. The EU Prospectus was approved by
the AFM and published by Mylan on June 16,
2016. This communication 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
communication 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 APPROVED BY THE SFSA AND ANY SUPPLEMENT THERETO, OR
THE EU PROSPECTUS 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, United
Kingdom law, Danish law, Irish 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,
Australia, Hong Kong, Japan, Canada, New
Zealand or South Africa, or
any other 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, United
Kingdom law, Danish law, Irish law and U.S. law.
Forward-Looking Statements
This communication 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 SEC. These risks and uncertainties also
include those risks and uncertainties that are discussed in the
Offer Document that was published on June
16, 2016, the Registration Statement which was declared
effective on June 16, 2016 and the EU
Prospectus that was published on June 16,
2016. 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
communication, except as required by law.
Important Notice
This communication has been published in Swedish and English. In
the event of any discrepancy in content between the language
versions, the Swedish version shall prevail.
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
more than 35,000-strong workforce is dedicated to creating better
health for a better world, one person at a time. Learn more at
mylan.com.