HERTFORDSHIRE, England
and PITTSBURGH,
Feb. 10, 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.
Price of SEK 165 per
Meda Share at Announcement
Represents a Multiple of Approximately 12.9x 2015 Adjusted EBITDA
and 8.9x 2015 Adjusted EBITDA with Synergies
Strengthens Mylan's Position as a Diversified Global
Pharmaceutical Leader with an Expansive and Growing Portfolio of
Specialty, Generic and OTC Products and a Strong, Complementary
Therapeutic Presence
Combined Business Will Have Critical Mass across Commercial
Channels in Europe, a Leading U.S.
Specialty Business, and an Exciting Platform for Growth in Emerging
Markets
Expected to Be Immediately Accretive to Mylan Earnings, with
Accretion Increasing Significantly after First Full Year (2017) as
Synergies Are Realized; Creates Opportunity to Achieve $0.35-$0.40 Accretion in 2017 and to Accelerate
Achievement of Previously Stated $6.00 Adjusted Diluted EPS Target in 2017 Versus
2018
Anticipated Annual Operational Synergies of Approximately
$350 million
Meda's Board of Directors Recommends that Meda Shareholders
Accept Mylan's Public Cash-and-Stock Offer, as it Delivers
Immediate and Significant Value to Meda Shareholders; Meda's Two
Largest Shareholders, Representing Approximately 30 Percent of
Meda's Outstanding Shares, Have Undertaken to Accept the
Offer
Mylan N.V. (NASDAQ, TASE: MYL), a leading global
pharmaceutical company ("Mylan"), today announced a recommended
public offer to the shareholders of Meda Aktiebolag (publ.)
("Meda") to tender all their shares in Meda to Mylan (the
"Offer"). The total Offer consideration consists of a
combination of cash and Mylan ordinary shares ("Mylan Shares") with
a value at announcement of SEK 165
per Meda share. The total value of the Offer for all Meda
shares, including Meda net debt, is approximately SEK 83.6 billion or USD 9.9 billion,
which represents a multiple of approximately 8.9x 2015 adjusted
EBITDA with synergies.
The combination of Mylan and Meda will create a diversified
global pharmaceutical leader with an expansive portfolio of branded
and generic medicines and a strong and growing portfolio of
over-the-counter (OTC) products. The combined company will have a
balanced global footprint with significant scale in key geographic
markets, particularly the U.S. and Europe. The acquisition of Meda also provides
Mylan with entry into a number of new and attractive emerging
markets, including China,
Southeast Asia, Russia, the Middle
East and Mexico,
complemented by Mylan's presence in India, Brazil
and Africa. Mylan and Meda
have a highly complementary therapeutic presence, which will create
a leading global player in respiratory / allergy, and achieve
critical mass in dermatology and pain, offering greater
opportunities for growth in these categories.
The Offer has been unanimously approved by Mylan's board of
directors and unanimously recommended by Meda's board of directors.
Meda's two largest shareholders, representing in the aggregate
approximately 30 percent of Meda's outstanding shares, have
undertaken to accept the Offer, subject to certain
conditions. Meda's shares are listed on Nasdaq Stockholm,
Large Cap. The Offer is subject to the satisfaction of a number of
customary conditions, including clearance from relevant competition
authorities, and is expected to be completed by the end of the
third quarter of 2016. The Offer is not subject to approval by
Mylan shareholders and is not subject to any financing
conditions.
Comments from Mylan
Mylan Executive Chairman, Robert
Coury, commented, "Our acquisition of Meda will allow us to
accelerate and deliver on the clear and compelling vision and
strategy we have continuously communicated to our shareholders, and
once again deliver a transaction that will create significant
value. We believe Mylan is uniquely positioned in the global
pharmaceutical space today, with very strong fundamentals and a
long and successful track record of executing on all previous
acquisitions and organic opportunities. We structured this
transaction in a way that optimizes our balance sheet and still
leaves us ample financial flexibility to continue to complement our
business with additional attractive opportunities.
"Meda is a unique and strategic asset, with a high quality
workforce, which will add to our powerful, diversified and
sustainable global platform and provide exciting new opportunities
for Mylan, its shareholders and all of our other stakeholders. I
look forward to welcoming Meda's talented workforce to Mylan upon
closing, and also to welcoming our newest shareholders, including
Stena and Fidim. On behalf of Mylan's entire board of directors, we
look forward to them becoming long-term shareholders in the success
of our combined company."
Mylan CEO, Heather Bresch,
commented, "This transaction builds on everything we have put in
place around the world, including our recent acquisition of the
Abbott non-U.S. developed markets
specialty and branded generics business. Meda brings us greater
scale, breadth and diversity across products, geographies and sales
channels, and together we will have an even stronger global
commercial infrastructure. We have been very clear about our
commitment to enter the OTC space and continue our expansion in
emerging markets and, with this transaction, we will have an
approximately $1 billion OTC business
at close and gain entry into new growth markets such as
China, Southeast Asia, Russia and the Middle East. Meda and Mylan also have an
extremely complementary therapeutic presence and we see exciting
opportunities across a number of strategically important
categories, particularly allergy/respiratory, given the strength of
our combined portfolio, the multitude of exciting launches we will
have in the coming years, and the commercial strength of our
combined business. Importantly, this transaction is extremely
financially compelling, providing significant accretion to Mylan's
earnings per share, the opportunity for substantial synergies and
the further acceleration of our growth trajectory, with the
transaction providing the opportunity to achieve $0.35-$0.40 accretion in 2017 and to accelerate
achievement of our previously stated $6.00 adjusted diluted EPS target to 2017, versus
2018.[1]
"Given our long relationship and existing successful EpiPen
partnership in Europe with Meda,
we have come to know their business, people and culture extremely
well, and we are confident that we will be able to quickly begin
realizing the significant value we see from this combination and
continue to enhance our leadership position in today's highly
competitive and rapidly evolving industry."
Comments from Meda, Stena Sessan Rederi AB and
Fidim S.r.l.
"On behalf of the Meda Board, I am pleased to announce that we
recommend to our shareholders to accept Mylan's Offer. We
believe that the Offer provides excellent value for Meda
shareholders and we share a common vision with Mylan to create a
leading pharma player. The transaction will provide critical mass
across all commercial channels in Europe, create a leading U.S. specialty
business and provide an exciting platform for growth in emerging
markets," said Peter von Ehrenheim,
member of the Board of Directors of Meda.
"Over the course of more than 10 years, I have been privileged
to first be a part of, and more recently to lead, Meda. I believe
that Meda is an exceptional organization that has continued to go
from strength to strength and has a strong and well-defined growth
profile going forward. The proposed transaction with Mylan is very
compelling from a strategic standpoint and I believe Meda will be a
strong partner for Mylan and will bring additional value to Mylan.
The two businesses are highly complementary, and the combined
business will benefit from strong therapeutic presence in
respiratory/allergy, dermatology and pain and inflammation, as well
as enhancing our mass in Europe
and US presence," said Chief Executive Officer of Meda, Dr.
Jörg-Thomas Dierks.
"Stena Sessan welcomes the Offer
made by Mylan and believes the combined entity will benefit all
shareholders, given the combined scale in an ever consolidating
market. The combined entity will create a global leader which is a
diversified player across specialty, generics and OTC with a strong
growth profile. Stena looks forward to becoming a long-term
shareholder of Mylan," said Martin
Svalstedt, Chairman of Meda and CEO of Stena Sessan AB.
"Fidim S.r.l. is delighted to receive the Offer from Mylan.
Having been the owner of Rottapharm and then the second largest
shareholder in Meda, we see this as the next step in continuing the
market consolidation to extract the best value for all Meda
stakeholders and to create a global pharma player of which we have
the intention to remain a long-term shareholder," said Luca Rovati
from Fidim S.r.l.
The Offer in brief
- At announcement, the Offer consideration values each Meda share
at SEK 165 and the total equity value
of the Offer for all Meda shares is approximately SEK 60.3 billion or USD
7.2 billion.[2]
- The total Offer consideration consists of a combination of cash
and Mylan Shares. Subject to the potential adjustment to the
composition of the Offer consideration as described below, Mylan is
offering each Meda shareholder:
- in respect of 80 percent of the number of Meda shares tendered
by such shareholder, SEK 165 in cash
per Meda share; and
- in respect of the remaining 20 percent of the number of Meda
shares tendered by such shareholder:
- (i) if the volume-weighted average sale price per Mylan Share on the NASDAQ Global Select Stock
Market for the 20 consecutive trading days ending on and including
the second trading day prior to the Offer being declared
unconditional (the "Offeror Average Closing Price") is
greater than USD 50.74, a number of
Mylan Shares per Meda share equal to SEK
165 divided by the Offeror Average Closing Price as
converted from USD to SEK at a SEK/USD exchange rate of
8.4158;
- (ii) if the Offeror Average Closing Price is greater than
USD 30.78 and less than or equal to
USD 50.74, 0.386 Mylan Shares per
Meda share; or
- (iii) if the Offeror Average Closing Price is less than or
equal to USD 30.78, a number of Mylan
Shares per Meda share equal to SEK
100 divided by the Offeror Average Closing Price as
converted from USD to SEK at a SEK/USD exchange rate of
8.4158.
- Substantial pre-tax annual operational synergies of
approximately $350 million are
expected to be achieved by year four after consummation of the
Offer.
- The transaction is expected to be immediately accretive to
Mylan earnings, with accretion increasing significantly after the
first full year (2017) as synergies are realized. The transaction
creates an opportunity to achieve $0.35 to
$0.40 accretion in 2017 and to accelerate achievement of
Mylan's previously stated $6.00 in
adjusted diluted EPS target in 2017 versus 2018.[3]
- The Board of Directors of Meda unanimously recommends that Meda
shareholders accept the Offer.[4] The Meda Board of Directors has
obtained a fairness opinion from SEB Corporate Finance,
Skandinaviska Enskilda Banken AB ("SEB Corporate Finance")
regarding the Offer stating that the Offer is fair from a financial
point of view to the shareholders of Meda.
- Stena Sessan Rederi AB ("Stena") and Fidim S.r.l.
("Fidim"), which own approximately 21 percent and 9 percent,
respectively, of the outstanding shares and votes of Meda, have
undertaken to accept the Offer, subject to certain conditions.
- The Offer is not subject to any financing conditions. Mylan
will finance the cash portion of the Offer consideration through a
new bridge credit facility arranged by Deutsche Bank Securities
Inc. and Goldman Sachs Bank USA.
- Mylan intends to list the Mylan Shares to be issued in the
Offer on the NASDAQ Global Select Market in the United States and the Tel Aviv Stock
Exchange in Israel.
- The Offer is subject to the satisfaction of a number of
customary conditions, including clearance from relevant competition
authorities. The Offer is not subject to approval by Mylan
shareholders.
- The Offer is expected to close by the end of the third quarter
of 2016 (with the acceptance period of the Offer is expected to run
from 20 May 2016 to 29 July 2016).
Background and reasons for the Offer
Mylan believes the transaction has a compelling strategic
fit. In an environment where scale and reach are becoming
increasingly important, a combination of Mylan and Meda will create
a platform for sustainable, long-term growth:
- The combined company will be a diversified global
pharmaceutical leader, with a strong presence across geographies,
therapeutic categories and channels, and with the breadth, scale
and diversity to drive durable growth for the long term.
- Following completion of the acquisition of Meda, Mylan will
have an enhanced financial profile with approximately USD 11.8 billion in combined 2015 sales and
combined 2015 adjusted EBITDA of approximately USD 3.8 billion.
- The combined business will have a balanced portfolio of more
than 2,000 products across the branded/specialty, generics and OTC
segments, sold in more than 165 markets around the world.
- The transaction will build on Mylan's recent acquisition of the
Abbott non-U.S. developed markets
specialty and branded generics business to create an unparalleled
European platform for growth - one that is well-positioned to
succeed in this dynamic and challenging region. The transaction
also consolidates EpiPen® Auto-Injector in Europe, providing greater opportunities to
build the brand in this region.
- The transaction delivers on Mylan's long-stated commitment to
develop a substantial presence in the OTC segment, by creating an
approximately USD 1 billion global
OTC business at close.
- Mylan's and Meda's complementary therapeutic presence will
create a scale player in respiratory / allergy, dermatology and
pain products, providing greater opportunities for growth in these
areas and maximizing the potential of future product launches.
- By offering one of the industry's broadest portfolios of
products across all customer channels (e.g., specialty, generics
and OTC), the combined company will be well-positioned to deliver
greater value to customers, which is increasingly important in
light of the evolving payor and distributor environment. The
combined portfolio will be supported by an expansive global
commercial infrastructure, with sales representatives operating in
60 countries. The combined company will retain significant control
over its supply chain, operating one of the industry's most
extensive and highest-quality manufacturing and research and
development platforms with approximately 60 facilities.
- Substantial pre-tax annual operational synergies of
approximately $350 million by year
four after consummation of the Offer are expected to be realized as
a result of savings associated with integration and optimization
across cost components and functions, and through leveraging
opportunities of the combined commercial platform. Components of
these synergies include: (1) optimization of the combined
commercial platform, (2) optimization of COGS through world-class
supply chain, vertical integration and global sourcing excellence,
(3) elimination of redundant general and administrative costs,
including public company costs, and (4) cross-fertilization
opportunities of the combined product portfolio.
- The transaction is expected to be immediately accretive to
Mylan earnings, with accretion increasing significantly after the
first full year (2017) as synergies are realized. The transaction
creates an opportunity to achieve $0.35 to
$0.40 accretion in 2017 and to accelerate achievement of
Mylan's previously stated $6.00 in
adjusted diluted EPS target in 2017 versus 2018.[5]
- Mylan's pro forma leverage at close is expected to be
approximately 3.8x debt-to-adjusted EBITDA, and the significant
free cash flows generated by the combined company will allow for
rapid deleveraging. As a result, Mylan will retain ample financial
flexibility to pursue additional external opportunities.
Mylan believes that the Offer is compelling given that:
- the Offer consideration represents a meaningful premium for
Meda shareholders;
- at announcement, the total value of the Offer for all Meda
shares, including Meda net debt, is approximately SEK 83.6 billion or USD
9.9 billion, which represents a multiple of approximately
8.9x 2015 adjusted EBITDA with synergies;[6]
- if the Offer is completed, Meda shareholders will become
shareholders of Mylan, which has a clear track record of creating
shareholder value, with an annualized three year total shareholder
return of approximately 20.7 percent;[7] and
- the Offer is fully financed and not conditional on further due
diligence.
In addition to the compelling value to shareholders, the
acquisition of Meda by Mylan would offer substantial benefits to
the other stakeholders of both companies. For example, the
combination would provide a broader variety of opportunities to
employees. The position of creditors, customers and suppliers
would also be enhanced by the combined company's scale and
significant cash flows, and patients would receive improved access
to high-quality medicine through increased scale across geographies
and robust capabilities to drive innovation.
Management and employees
Mylan recognizes the exceptional capabilities and skills of
Meda's dedicated management and employees and looks forward to
welcoming these individuals to Mylan. Further, Meda has
infrastructure in a number of markets where Mylan currently has
limited resources, including Sweden. To realize the synergies discussed
above, the integration of Mylan and Meda will likely entail some
changes to the organization, operations and employees of the
combined group. In the period following the completion of the Offer
and following careful review of the needs of the combined business,
Mylan will determine the optimal structure of the combined company
to continue to deliver success in the future. Before completion of
the Offer it is too early to say which measures will be taken
and the impact these would have. There are currently no decisions
on any material changes to Mylan's or Meda's employees and
management or to the existing organization and operations,
including the terms of employment and locations of the
business.
The Offer
At announcement, the Offer consideration values each Meda share
at SEK 165 and the total equity value
of the Offer for all Meda shares is approximately SEK 60.3 billion or USD
7.2 billion.[8]
The total Offer consideration consists of a combination of cash
and Mylan Shares. Subject to the adjustment to the
composition of the Offer consideration as described below, Mylan is
offering each Meda shareholder:
- in respect of 80 percent of the number of Meda shares tendered
by such shareholder, SEK 165 in cash
per Meda share; and
- in respect of the remaining 20 percent of the number of Meda
shares tendered by such shareholder:
- (i) if the Offeror Average Closing Price is greater than
USD 50.74, a number of Mylan Shares
per Meda share equal to SEK 165
divided by the Offeror Average Closing Price as converted from USD
to SEK at a SEK/USD exchange rate of 8.4158;
- (ii) if the Offeror Average Closing Price is greater than
USD 30.78 and less than or equal to
USD 50.74, 0.386 Mylan Shares per
Meda share; or
- (iii) if the Offeror Average Closing Price is less than or
equal to USD 30.78, a number of Mylan
Shares per Meda share equal to SEK
100 divided by the Offeror Average Closing Price as
converted from USD to SEK at a SEK/USD exchange rate of
8.4158.
If the aggregate number of Mylan Shares that otherwise would be
required to be issued by Mylan as described above exceeds
28,214,081 Mylan Shares (the "Share Cap"),[9] then Mylan
will have the option (in its sole discretion) to (a) issue
Mylan Shares in connection with the Offer in excess of the Share
Cap and thus pay the share portion of the Offer consideration as
described above (i.e. the 20 percent set out above), (b) increase
the cash portion of the Offer consideration (so that it becomes
larger than the 80 percent set out above) and thus correspondingly
decrease the share portion of the Offer consideration (so that it
becomes smaller than the 20 percent set out above) such that the
aggregate number of Mylan Shares issuable by Mylan in connection
with the Offer would equal the Share Cap or (c) execute a
combination of the foregoing. The potential adjustment to the
composition of the Offer consideration, together with illustrative
examples, will be described in further detail in the offer document
to be prepared for the Offer.
In short, each Meda shareholder will receive between
SEK 152 and SEK 165 per Meda share in
a combination of cash and Mylan Shares.[10]
Only whole Mylan Shares will be delivered to Meda shareholders
who accept the Offer. Treatment of fractional shares will be
described in the offer document to be prepared for the Offer.
If Meda pays dividends or makes any other distributions to its
shareholders with a record date occurring prior to the settlement
of the Offer, or issues new shares (or takes any similar corporate
action) resulting in a reduction of the value per share in Meda
prior to the settlement of the Offer, the Offer consideration will
be reduced accordingly. The reduction shall first be made
against the cash portion of the Offer consideration. Mylan
reserves the right to determine whether this price adjustment
mechanism or condition (vii) to the completion of the Offer shall
be invoked. Notwithstanding the foregoing in this paragraph,
Meda will be permitted to pay in 2016 its regular annual cash
dividend in respect of Meda shares not exceeding SEK 2.5 per Meda share, with declaration, record
and payment dates consistent with past practice, and such regular
annual cash dividend shall not reduce the Offer consideration.
No commission will be charged in respect of the settlement of
the Meda shares tendered to Mylan in the Offer.
The Offer is not subject to any financing conditions. The
cash portion of the Offer consideration will be financed by a new
bridge credit facility arranged by Deutsche Bank Securities Inc.
and Goldman Sachs Bank USA.
At the time of this announcement Mylan does not hold any Meda
shares or any financial instruments that give financial exposure to
Meda shares, nor has Mylan acquired or agreed to acquire any Meda
shares or any financial instruments that give financial exposure to
Meda shares during the six months preceding the announcement of the
Offer. For further information about the undertakings by each
of Stena and Fidim to accept the Offer, please see "Undertakings to
accept the Offer and shareholder agreements" below.
Share-based awards granted by Meda to
employees under Meda's incentive plans
The Offer does not include any share-based awards granted by
Meda to its employees. Mylan intends to procure fair
treatment in connection with the transaction for holders of such
share-based awards.
Offer value and premium
At announcement, the total value of the Offer for all Meda
shares, including Meda net debt, is approximately SEK 83.6
billion or USD 9.9 billion, which represents a multiple of
approximately 8.9x 2015 adjusted EBITDA with synergies.[11]
The Offer represents a premium of:
- approximately 9 percent compared to the 52-week intraday high
of SEK 152.00 per Meda share on
Nasdaq Stockholm on 13 April 2015 for
the 52-week period up to and including 10
February 2016, the last trading day prior to the
announcement of the Offer;
- approximately 68 percent compared to the 90 calendar day
volume-weighted average share price of SEK
98.50 per Meda share on Nasdaq Stockholm, up to and
including 10 February 2016, the last
trading day prior to the announcement of the Offer; and
- approximately 92 percent compared to the closing share price of
SEK 86.05 per Meda share on Nasdaq
Stockholm on 10 February 2016, the
last trading day prior to the announcement of the Offer.
Financing of the Offer
The aggregate cash consideration payable in the Offer for all
Meda shares will be approximately SEK 48.2
billion (USD 5.7
billion).[12] The cash consideration will be financed
by a new bridge credit facility arranged by Deutsche Bank
Securities Inc. and Goldman Sachs Bank USA. The conditions to drawdown are
usual and customary for a facility of this type.
Recommendation from the Board of Directors of
Meda
The Board of Directors of Meda unanimously recommends that Meda
shareholders accept the Offer.[13] The Meda Board of
Directors has obtained a fairness opinion from SEB Corporate
Finance regarding the Offer stating that the Offer is fair from a
financial point of view to the shareholders of Meda.
Undertakings to accept the Offer and
shareholder agreements
Undertakings to accept the Offer
Mylan has received irrevocable undertakings to accept the Offer
from (1) Stena in respect of 75,652,948 Meda shares,
representing approximately 21 percent of the outstanding
shares and votes of Meda, and (2) Fidim in respect of
33,016,266 Meda shares, representing approximately
9 percent of the outstanding shares and votes of Meda.
The irrevocable undertakings given by Stena and Fidim relate to
their entire respective holdings of Meda shares. Each of
Stena and Fidim has undertaken to accept the Offer no later than
five business days prior to the expiry of the initial acceptance
period of the Offer. The irrevocable undertakings given by
Stena and Fidim shall be terminated if (i) a third party, prior to
the Offer having been declared unconditional, makes a public offer
to acquire all outstanding Meda shares at an offer value exceeding
the value of the Offer by more than SEK
15 per share of Meda, (ii) the Offer is withdrawn,
(iii) the Offer is not declared unconditional on or before
10 February 2017 or (iv) Mylan
commits a material breach of applicable laws and regulations
relating to the Offer.
Shareholder agreements
Each of Stena and Fidim has entered into a shareholder agreement
with Mylan. Each shareholder agreement imposes certain
restrictions on the applicable shareholder, including prohibiting
transfers of Mylan Shares to competitors of Mylan and to activist
investors (as defined in such shareholder agreement), as well as
certain customary standstill limitations. Each shareholder
agreement also imposes non-competition, non-solicitation and
non-hire restrictions on the applicable shareholder for a period of
24 months after the Offer is declared unconditional. Each of
Stena and Fidim has agreed pursuant to its applicable shareholder
agreement to vote its Mylan Shares in accordance with the
recommendation of the Mylan's board of directors in the period up
to and including the 180th day following settlement of the Offer
and not vote its Mylan Shares against the recommendation of the
Mylan's board of directors in the period after the 180th day
following settlement of the Offer, in each case subject to certain
exceptions relating to significant corporate transactions.
Each of Stena and Fidim has also agreed not to dispose of any Mylan
Shares that it owns to any third party during the period up to and
including the 180th day following the settlement of the Offer.
Conditions to the Offer
The Offer will be subject to the following conditions:
(i) the Offer being accepted
to such an extent that Mylan becomes the owner of shares in Meda
representing more than 90 percent of the total number of shares of
Meda;
(ii) Mylan's Registration Statement on
Form S-4 in the United States,
which will register the issuance of the Mylan Shares in the Offer,
becoming effective under the Securities Act of 1933, as amended,
and not being the subject of any stop order or proceeding seeking a
stop order by the Securities and Exchange Commission (the
"SEC");
(iii) the Mylan Shares to be issued in
the Offer being approved for listing on the NASDAQ Global Select
Market in the United States and
the Tel Aviv Stock Exchange in Israel;
(iv) with respect to the Offer and the
acquisition of Meda, receipt of all necessary regulatory,
governmental or similar clearances, approvals and decisions,
including from competition authorities, in each case on terms
which, in Mylan's opinion, are acceptable;
(v) no circumstances having
occurred which could have a material adverse effect or could
reasonably be expected to have a material adverse effect on Meda's
financial position or operation, including Meda's sales, results,
liquidity, equity ratio, equity or assets;
(vi) neither the Offer nor the acquisition of
Meda being rendered wholly or partially impossible or significantly
impeded as a result of legislation or other regulation, any
decision of a court or public authority, or any similar
circumstance;
(vii) Meda not taking any action that is likely to
impair the prerequisites for making or completing the Offer;
(viii) no information made public by Meda or
disclosed by Meda to Mylan being materially inaccurate, incomplete
or misleading, and Meda having made public all information which
should have been made public by it; and
(ix) no other party announcing an
offer to acquire shares in Meda on terms more favorable to the
shareholders of Meda than the Offer.
Mylan reserves the right to withdraw the Offer in the event it
becomes clear that any of the above conditions is not satisfied or
cannot be satisfied. With regard to conditions (ii) – (ix),
however, such withdrawal will only be made to the extent permitted
by applicable law if the non-satisfaction is of material importance
to Mylan's acquisition of the shares in Meda.
Mylan reserves the right to waive, in whole or in part, one or
more of the conditions above, including, with respect to condition
(i) above, to complete the Offer at a lower level of
acceptance.
Brief description of 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,
Mylan innovates to satisfy unmet needs; makes reliability and
service excellence a habit; does what's right, not what's easy; and
impacts the future through passionate global leadership.
Mylan offers a growing portfolio of around 1,400 generic
pharmaceuticals and several brand medications. In addition,
Mylan offers a wide range of antiretroviral therapies, upon which
nearly 50% of HIV/AIDS patients in developing countries
depend. Mylan markets its products in approximately 165
countries and territories. Mylan's global manufacturing and
R&D platform includes more than 50 facilities, and Mylan is one
of the world's largest producers of active pharmaceutical
ingredients. Every member of Mylan's nearly 35,000-strong
workforce is dedicated to creating better health for a better
world, one person at a time. Learn more about Mylan at
www.mylan.com.
Mylan is a public limited liability company (naamloze
vennootschap) organized and existing under the laws of the
Netherlands. Mylan's corporate seat is located in
Amsterdam, the Netherlands, its
principal executive offices are located in Hatfield, Hertfordshire, England and Mylan N.V. group's
global headquarters are located in Canonsburg, Pennsylvania, United States.
Mylan's ordinary shares are traded on the NASDAQ Global Select
Market and the Tel Aviv Stock Exchange under the symbol
"MYL".
Listing of Mylan
Mylan intends to list the Mylan Shares to be issued in the Offer
on the NASDAQ Global Select Market in the
United States and the Tel Aviv Stock Exchange in
Israel.
Due diligence
Mylan has conducted a limited confirmatory due diligence review
of certain business, financial and legal information relating to
Meda in connection with the preparation of the Offer. Meda
has advised Mylan that, other than (a) certain unaudited internal
budget information prepared by Meda's management that will be
included in the recommendation of the Offer by the Board of
Directors of Meda to be published by Meda and (b) the year-end 2015
report that also will be published by Meda in connection with the
publication of the recommendation of the Offer by the Board of
Directors of Meda, Mylan has not received any information which has
not been previously disclosed and which could reasonably be
expected to affect the price of Meda shares in connection with the
due diligence review.
Statement from the Swedish Securities Council
in relation to the Offer
The Swedish Securities Council (Sw. Aktiemarknadsnämnden)
(the Takeover Panel) has approved an extension of the period
for preparing and filing the offer document with the Swedish
Financial Supervisory Authority (the "SFSA") (Sw.
Finansinspektionen) from four weeks after the announcement
of the Offer to eight weeks after such date. The reasons for
the extension are the time-consuming process of preparing pro forma
financial statements and that Mylan has certain filing requirements
with the SEC (see ruling AMN 2016:02). Mylan may request an
additional extension if necessary.
Indicative timetable[14]
Estimated date for publication of the offer document:
19 May 2016
Estimated acceptance period: 20 May
2016 to 29 July 2016
Estimated settlement date: 5 August
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.
The acquisition of Meda is subject to approval from competition
authorities. Relevant clearances are expected to be obtained
prior to the end of the acceptance period.
Brief description of Meda
Meda is a leading international specialty pharma company with a
broad product portfolio sold in more than 150 countries and
2015 sales of approximately SEK 19.65
billion. Meda employs approximately 4,500 people, including
a robust salesforce and marketing organization of more than 2,600.
Approximately 60 percent of Meda's product sales are in the
prescription area (Rx) and approximately 40 percent are in
non-prescription (OTC) products. Approximately half of Meda's
revenues derive from products in three key therapeutic areas –
respiratory, dermatology and pain. Some of Meda's leading Rx
products include Dymista® (allergic rhinitis) and Elidel® (atopic
dermatitis); Meda also is Mylan's commercial partner for EpiPen®
Auto-Injector in Europe. Meda's
leading OTC products include Dona® (osteoarthritis), Saugella®
(women's intimate hygiene) and CB12® (halitosis). Meda has a
diversified geographic footprint with approximately 62 percent
of Meda's sales generated in Western
Europe (the largest countries being Italy, Germany, France and Sweden), 19 percent in Emerging Markets
(driven by China, Russia, the Middle
East and Thailand) and 17
percent in the U.S. Meda has a network of seven manufacturing
facilities in Europe, the U.S. and
India. The Meda class A shares are
listed under Large Cap on Nasdaq Stockholm. No Meda class B shares
are outstanding. Learn more about Meda at www.meda.se.
Financial Effects for Mylan
The below unaudited financial information relates to information
taken from each of Mylan's and Meda's reported financial
results. Mylan's historical financial statements have been
reported in accordance with generally accepted accounting
principles in the United States
("GAAP") while Meda's historical financial statements have
been reported in accordance with International Financial Reporting
Standards as adopted by the EU and differences in accounting
policies may occur. The below unaudited financial information
is only an aggregation of each of Mylan's and Meda's reported
financial information for the relevant time period in order to
provide an illustration of the combined company's revenues and
earnings under the assumption that the activities were conducted
within the same group from the beginning of the period
presented.
The aggregation should not be viewed as pro forma since
adjustments have not been made for the effects of the transaction,
differences in accounting policies or transaction costs. The
information set forth below does not necessarily reflect the
results or the financial position that Mylan and Meda together
would have had if they had conducted their operations as a group
during the same period. For instance, expected synergies have
not been taken into account. This information is also not
indicative of what the combined company's future earnings will
be. Mylan currently intends to commence reporting
consolidated accounts for the combined company after the closing of
the transaction.
(in millions)
Full Year 2015
|
Mylan
|
Meda
|
Combined
Company[15]
|
|
USD
|
SEK[16]
|
USD[17]
|
SEK
|
USD
|
SEK
|
Revenues
|
9,429.3
|
79,594.6
|
2,327.6
|
19,648.0
|
11,756.9
|
99,242.6
|
Adjusted
EBITDA
|
3,012.1[18]
|
25,425.7
|
767.9
|
6,482.0[19]
|
3,780.0
|
31,907.7
|
Pro forma financial information will be included in the offer
document relating to the Offer, as well as in Mylan's Registration
Statement on Form S-4 to be filed with the SEC and Mylan's EU
Prospectus relating to the Offer, and may vary significantly from
the combined financial information contained herein. The pro
forma information included in the offer document relating to the
Offer and Mylan's EU Prospectus will be prepared in accordance with
the applicable EU regulations, and the pro forma information
included in Mylan's Registration Statement on Form S-4 will be
prepared in accordance with the applicable United States regulations, including the SEC's
rules; these two preparations may vary significantly from each
other and from the combined financial information contained
herein.
The Offer is not subject to any financing conditions. The
cash portion of the Offer consideration will be financed by a new
bridge credit facility arranged by Deutsche Bank Securities Inc.
and Goldman Sachs Bank USA.
Compulsory acquisition and delisting
If Mylan becomes the owner of more than 90 percent of the Meda
shares, Mylan intends to initiate a compulsory acquisition
procedure with respect to the remaining Meda shares in accordance
with the Swedish Companies Act. In connection therewith,
Mylan intends to promote a delisting of the Meda shares from Nasdaq
Stockholm.
Applicable law and disputes
The Offer will be governed by and construed in all respects in
accordance with the substantive laws of Sweden, without regard to any conflict of law
principles leading to the application of the laws of any other
jurisdiction. Any dispute regarding the Offer, or which
arises in connection therewith, shall be exclusively settled by
Swedish courts, and the City Court of Stockholm (Sw. Stockholms tingsrätt)
shall be the court of first instance.
Nasdaq Stockholm's Takeover
Rules (the "Takeover Rules") and the Swedish Securities
Council's (Sw. Aktiemarknadsnämnden) rulings and
statements on the interpretation and application of the Takeover
Rules are applicable to the Offer. Furthermore, Mylan has, in
accordance with the Swedish Takeover Act (Sw. lagen om
offentliga uppköpserbjudanden på aktiemarknaden), contractually
undertaken towards Nasdaq Stockholm to comply with the Takeover
Rules and to submit to any sanctions that can be imposed on Mylan
by Nasdaq Stockholm in the event of a breach of the Takeover
Rules.
Advisors
In connection with the Offer, Mylan has retained Centerview
Partners as financial advisor, Cravath, Swaine & Moore LLP
as legal advisor, Vinge as legal advisor in Sweden and NautaDutilh as legal advisor in
the Netherlands.
_____________________________
Hertfordshire,
England
10 February 2016 (CET)
Mylan N.V.
Mylan discloses the information provided herein pursuant to
the Takeover Rules. The information was submitted for
publication on 10 February 2016,
10:00 p.m. CET.
_____________________________
Information about the Offer
Information about the Offer is made available at:
medatransaction.mylan.com.
Mylan's management team will hold an investor conference call
and webcast today, 10 February 2016,
at 4:30 pm Eastern Time (10:30 pm Central European Time) to discuss the
Offer, as well as Mylan's financial results for the fourth quarter
and year ended December 31, 2015 and
its financial guidance for 2016. To participate in the
conference call, please use the following dial-in:
Participant Toll-Free U.S. Dial-In Number: +1 800 514
4861
Participant International Dial-In Number: +1 678 809
2405
To access the live webcast, please log on to Mylan's website,
www.mylan.com, at least 15 minutes before the event is scheduled to
begin to register and download or install any necessary
software.
For further information: ENQUIRIES: Mylan N.V., Nina Devlin (Media), +1 724 514 1968;
Kris King (Investors), +1 724
514 1813.
Additional information
In connection with the Offer, an offer document will be filed
with the SFSA and published by Mylan upon approval by the
SFSA. In addition, Mylan expects to file certain materials
with the SEC, including, among other materials, a Registration
Statement on Form S-4. Mylan also expects to file an EU
Prospectus with the Netherlands Authority for the Financial Markets
(the "AFM") or another competent EU authority. 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 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 CONTAIN IMPORTANT INFORMATION ABOUT MYLAN, MEDA AND THE
OFFER. Such documents 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, pursuant to the terms and conditions presented in
this press release, 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 and U.S. law.
The distribution of this press release 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 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 (including the Takeover Rules), Dutch law and
U.S. law.
The acceptance period for the Offer for shares of Meda described
in this communication has not commenced.
Forward-looking information
This communication contains "forward-looking statements." Such
forward-looking statements may include, without limitation,
statements about the proposed transaction to acquire Meda, benefits
and synergies of the proposed 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 proposed transaction,
including as to the timing of the proposed transaction;
uncertainties as to whether Mylan will be able to complete the
proposed transaction; the possibility that competing offers will be
made; the possibility that certain conditions to the completion of
the Offer will not be satisfied; the possibility that Mylan will be
unable to obtain regulatory approvals for the proposed transaction
or be required, as a condition to obtaining regulatory approvals,
to accept conditions that could reduce the anticipated benefits of
the proposed transaction; the ability to meet expectations
regarding the accounting and tax treatments of the proposed
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 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 proposed transaction; the retention of
certain key employees of Meda being difficult; the possibility that
Mylan may be unable to achieve expected synergies and operating
efficiencies in connection with the proposed transaction within the
expected time-frames or at all and to successfully integrate 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 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's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2015 and June 30, 2015 and its other filings with the
SEC. These risks and uncertainties also include those risks
and uncertainties that will be discussed in the offer document to
be filed with the SFSA, the Registration Statement on Form S-4 to
be filed with the SEC and the EU Prospectus to be filed with the
AFM or another competent EU authority. 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.
Non-GAAP financial measures
This communication contains non-GAAP financial measures.
Non-GAAP financial measures should be considered only as a
supplement to, and not as a substitute for or as a superior measure
to, financial measures prepared in accordance with GAAP.
Important notice
This press release has been published in Swedish and
English. In the event of any discrepancy in content between
the language versions, the Swedish version shall prevail.
[1] Stated 2017 opportunity/2018 target; this is a long-term
target only and does not represent company guidance.
[2] The total Offer equity value of
approximately SEK 60.3 billion or
USD 7.2 billion is based on (1) a Mylan Share closing price of USD 50.74 as of 9 February
2016, (2) a SEK/USD exchange rate of 8.4158 as of
9 February 2016 and
(3) 365,467,371 outstanding Meda shares as of
9 February 2016.
[3] See footnote 1.
[4] Since each of Stena and Fidim has
entered into an undertaking to tender its Meda shares in the Offer
and a related shareholder agreement (please see "Undertakings to
accept the Offer and shareholder agreements" below), Board members
Martin Svalstedt, Luca Rovati,
Peter Claesson and Lars Westerberg have not participated in the
Meda Board of Directors' decision to recommend the Offer. The
other Meda Board members who did participate in such decision
unanimously recommend the Offer.
[5] See footnote 1.
[6] The total Offer value (including
Meda net debt) of approximately SEK 83.6 billion or
USD 9.9 billion is based on (1) a Mylan Share closing price of USD 50.74 as of 9 February
2016, (2) a SEK/USD exchange rate of 8.4158 as of
9 February 2016,
(3) 365,467,371 outstanding Meda shares as of
9 February 2016 and (4) net debt
of Meda of SEK 23.3 billion as of
31 December 2015.
[7] Reflects the annualized total share price
return between 8 February 2013 and
9 February 2016, per FactSet.
[8] The total Offer equity value of
approximately SEK 60.3 billion or
USD 7.2 billion is based on (1) a Mylan Share closing price of USD 50.74 as of 9 February
2016, (2) a SEK/USD exchange rate of 8.4158 as of
9 February 2016 and
(3) 365,467,371 outstanding Meda shares as of
9 February 2016.
[9] The Share Cap will be exceeded if the
Offeror Average Closing Price is less than USD 30.78, assuming that 100% of the outstanding
Meda shares are tendered in the Offer.
[10] Based on a SEK/USD exchange rate of 8.4158 as
of 9 February 2016.
[11] The total Offer value (including Meda net
debt) of approximately SEK 83.6 billion or
USD 9.9 billion is based on (1) a Mylan Share closing price of USD 50.74 as of 9 February
2016, (2) a SEK/USD exchange rate of 8.4158 as of
9 February 2016,
(3) 365,467,371 outstanding Meda shares as of
9 February 2016 and (4) net debt
of Meda of SEK 23.3 billion as of 31
December 2015.
[12] Based on (1) a SEK/USD exchange rate of
8.4158 as of 9 February 2016,
(2) 365,467,371 outstanding Meda shares as of
9 February 2016 and (3) 80% of the
total Offer consideration being paid in cash.
[13] Since each of Stena and Fidim has entered
into an undertaking to tender its Meda shares in the Offer and a
related shareholder agreement (please see "Undertakings to accept
the Offer and shareholder agreements" below), Board members
Martin Svalstedt, Luca Rovati,
Peter Claesson and Lars Westerberg have not participated in the
Meda Board of Directors' decision to recommend the Offer. The
other Meda Board members who did participate in such decision
unanimously recommend the Offer.
[14] All dates are preliminary and may be
subject to change.
[15] Combined company figures do not include the
elimination of transactions between Mylan and Meda.
[16] All SEK amounts with respect to Mylan have
been converted from USD based on a SEK/USD exchange rate of 8.4412
as of 31 December 2015.
[17] All USD amounts with respect to Meda have been
converted from SEK based on a SEK/USD exchange rate of 8.4412 as of
31 December 2015.
[18] Reflects Mylan's 2015 EBITDA excluding
non-recurring effects, primarily related to share-based
compensation, litigation settlements, restructuring and other
special items.
[19] Reflects Meda's 2015 EBITDA excluding
non-recurring effects, primarily related to restructuring and the
divestment of the manufacturing unit Euromed in Spain.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/mylan-to-acquire-meda-300218394.html
SOURCE Mylan N.V.