HERTFORDSHIRE, England and
PITTSBURGH, Aug. 2, 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
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
recommended public offer to the shareholders of Meda Aktiebolag
(publ.) to tender all their shares in Meda to Mylan (the "Offer")
has been accepted by shareholders holding an aggregate
of 342,578,694 shares,
corresponding to approximately 94% of the total number of
outstanding shares and votes in Meda, as of July 29, 2016. As all conditions to the Offer
have been fulfilled, including the condition with respect to the
90% acceptance level, Mylan has declared the Offer unconditional
and will complete the Offer. Settlement in respect of the Meda
shares duly tendered by July 29, 2016
is expected to occur on or around Aug. 5,
2016. The Offer was initially announced on Feb. 10, 2016. The acceptance period expired on
July 29, 2016 and will not be
extended.
Upon settlement of the Offer, Meda will become a controlled
subsidiary of Mylan. Mylan intends to initiate compulsory
acquisition proceedings for the remaining shares in Meda in
accordance with the Swedish Companies Act (Sw. aktiebolagslagen
(2005:551)) and Mylan is acting to have the Meda shares
delisted from Nasdaq Stockholm.
The volume-weighted average sale price per Mylan ordinary share
on the NASDAQ Global Select Stock Market for the
20 consecutive trading days ending on and including
July 29, 2016, the second trading day
prior to the Offer being declared unconditional today (the "Offeror
Average Closing Price") was USD
45.34. Accordingly, pursuant to the terms of the
Offer, given that the Offeror Average Closing Price was greater
than USD 30.78 and less than or equal
to USD 50.74, each Meda shareholder
that duly tendered Meda shares into the Offer will receive at
settlement (1) in respect of 80% of the number of Meda shares
tendered by such shareholder, SEK 165
in cash per Meda share, and (2) in respect of the remaining 20% of
the number of Meda shares tendered by such shareholder, 0.386 Mylan
ordinary shares per Meda share (subject to treatment of fractional
shares as described in the Offer Document (as defined below)).
Mylan does not have any prior holdings in Meda and has not
acquired any shares in Meda outside of the Offer.
An offer document regarding the Offer (the "Offer Document") and
the prospectus issued in connection with the Offer (the "EU
Prospectus") were each made public on June
16, 2016 and, on July 21,
2016, Mylan published supplements to each of the Offer
Document and the EU Prospectus (the "Supplements"). Mylan has also
filed a Registration Statement on Form S-4 (the "Registration
Statement") which was declared effective on June 16, 2016.
Further information about the Offer
The Offer documents referred to above, the Supplements and
further information about the Offer are available at:
medatransaction.mylan.com.
Mylan discloses the information provided herein pursuant to
Nasdaq Stockholm's Takeover Rules (the "Takeover Rules"). The
information was submitted for publication on Aug. 2, 2016, 14:30 CET.
Additional Information
In connection with the Offer, the Offer Document was approved by
the Swedish Financial Supervisory Authority (Sw:
Finans-inspektionen) (the "SFSA") and published by Mylan on
June 16, 2016. In addition, Mylan has
filed certain materials with the U.S. Securities and Exchange
Commission (the "SEC"), including, among other materials, the
Registration Statement, which was declared effective on
June 16, 2016. The EU Prospectus was
approved by the Netherlands Authority for the Financial Markets
(Autoriteit Financiële Markten) (the "AFM") and published by
Mylan on June 16, 2016. The
Supplements were approved by the SFSA and the AFM, respectively,
and published by Mylan on July 21,
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 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
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
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; 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.
Logo - http://photos.prnewswire.com/prnh/20140423/77793
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/meda-shareholders-representing-approximately-94-of-meda-shares-accept-mylan-offer-300307616.html
SOURCE Mylan N.V.