DUBLIN, Aug. 28, 2015 /PRNewswire/ -- Perrigo Company plc
("Perrigo") (NYSE: PRGO; TASE) today commented on the Mylan N.V.
("Mylan") (NASDAQ: MYL) shareholder vote regarding its planned
unsolicited offer to acquire Perrigo.
"Our views of Mylan's offer to Perrigo shareholders have always
been, and will continue to be, based on our Board's careful
reflection of the value available to Perrigo shareholders, and do
not depend on the limited choices that Mylan has allowed its
shareholders to consider," said Joseph C.
Papa, Chairman, President and CEO. "Following
extensive discussions with our shareholders, we are confident that
most of them believe that Mylan's offer substantially undervalues
Perrigo and would dilute our growth profile and superior
valuation.[ii] The offer also would subject Perrigo
shareholders to Mylan's highly troubling governance approach and
serious risks related to Mylan's lowered 50%+ acceptance
condition.[iii] Investors, rating agencies, and leading proxy
advisory services have noted that the lowered threshold would make
any synergy targets more difficult to achieve, raise integration
and execution risk and add additional downward pressure on Mylan's
credit rating."[iv]
Mr. Papa continued, "Perrigo's experienced management team has
an outstanding record for creating value, generating total
shareholder return of more than 970 percent since 2007.[v]
We remain focused on our 'Base Plus Plus Plus' growth
strategy – realizing an organic net sales CAGR goal of 5-10% over
the next three years, compelling upside from $29 billion in prescription to OTC switches,
attractive M&A opportunities that we believe will have a
multiplier effect on earnings and cash flow generation, and sizable
potential new indications for Tysabri®.[vi] The entire
Perrigo Board and management team are confident that, through
continued successful execution of this growth strategy, and
considering other opportunities that may be available to us over
time, we will continue to create superior value well in excess of
Mylan's offer, and with less risk. We are confident that the
majority of Perrigo shareholders will not tender their shares to
Mylan."
Forward Looking Statements
Certain statements in this press release are forward-looking
statements. These statements relate to future events or the
Company's future financial performance and involve known and
unknown risks, uncertainties and other factors that may cause the
actual results, levels of activity, performance or achievements of
the Company or its industry to be materially different from those
expressed or implied by any forward-looking statements. In some
cases, forward-looking statements can be identified by terminology
such as "may," "will," "could," "would," "should," "expect,"
"plan," "anticipate," "intend," "believe," "estimate," "predict,"
"potential" or other comparable terminology. The Company has based
these forward-looking statements on its current expectations,
assumptions, estimates and projections. While the Company believes
these expectations, assumptions, estimates and projections are
reasonable, such forward-looking statements are only predictions
and involve known and unknown risks and uncertainties, many of
which are beyond the Company's control, including future actions
that may be taken by Mylan in furtherance of its unsolicited
proposal. These and other important factors, including those
discussed under "Risk Factors" in the Company's Form 10-K for the
year ended June 28, 2014, as well as
the Company's subsequent filings with the Securities and Exchange
Commission, may cause actual results, performance or achievements
to differ materially from those expressed or implied by these
forward-looking statements. The forward-looking statements in this
press release are made only as of the date hereof, and unless
otherwise required by applicable securities laws, the Company
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Additional Information and Where to Find It
The exchange offer for the outstanding shares of Perrigo
described herein has not yet commenced. If and when an exchange
offer by Mylan is commenced, Perrigo intends to file a
solicitation/recommendation statement with respect to such exchange
offer with the Securities and Exchange Commission ("SEC"). Security
holders are urged to read the solicitation/recommendation statement
and other relevant materials if and when they become available
because they will contain important information. The
solicitation/recommendation statement and other SEC filings made by
Perrigo may be obtained (when available) without charge at the
SEC's website at www.sec.gov and at the investor relations section
of the Perrigo website at perrigo.investorroom.com. Perrigo
shareholders may also obtain copies of the information when it is
available by contacting Mackenzie Partners, Inc. at 212-929-5500 or
800-322-2885 Toll-Free in North
America or by email at PRGO@mackenziepartners.com.
Irish Takeover Rules
The directors of Perrigo accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the directors of Perrigo (who have taken
all reasonable care to ensure such is the case), the information
contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such
information.
A person interested in 1% or more of any class of relevant
securities of Perrigo or Mylan may have disclosure obligations
under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover
Rules, 2013 ("Irish Takeover Rules").
No statement in this communication is intended to constitute a
profit forecast for any period, nor should any statements be
interpreted to mean that earnings or earnings per share will
necessarily be greater or lesser than those for the relevant
preceding financial periods. No statement in this communication
constitutes an asset valuation.
About Perrigo
Perrigo Company plc, a top five global over-the-counter (OTC)
consumer goods and pharmaceutical company, offers consumers and
customers high quality products at affordable prices. From its
beginnings in 1887 as a packager of generic home remedies, Perrigo,
headquartered in Ireland, has
grown to become the world's largest manufacturer of OTC products
and supplier of infant formulas for the store brand market. The
Company is also a leading provider of branded OTC products, generic
extended topical prescription products and receives royalties from
Multiple Sclerosis drug Tysabri®. Perrigo provides "Quality
Affordable Healthcare Products®" across a wide variety of product
categories and geographies primarily in North America, Europe, and Australia, as well as other key markets
including Israel and China. Visit Perrigo online at
(http://www.perrigo.com).
A copy of this announcement will be available on Perrigo's
website at www.perrigo.com.
[i] In respect to the headlines, these are belief statements of
Perrigo and please see Perrigo presentation dated August 6, 2015 filed with the SEC, and letter
from Joseph Papa dated August 25, 2015 to shareholders and filed with
the SEC for sources for these statements. Dilutive to EPS
means it is dilutive to shares of Mylan in respect of which Perrigo
shareholders would be exposed should they accept the offer.
[ii] See August 2015 Perrigo
Investor Presentation filed with the SEC on August 6, 2015.
[iii] See Perrigo presentation
dated August 6, 2015 filed with the
SEC and see letter from Joseph Papa
dated August 25, 2015 to shareholders
and filed with the SEC.
[iv] See ISS Report dated August 14,
2015; Proxy Mosaic Report dated August 18, 2015; Moody's Report dated
August 14, 2015. Also see quote
in Pittsburgh Tribune-Review, August 14,
2015, story "Mylan Revamps Strategy in Bid to Grab Perrigo"
("Jeff Jonas, a portfolio manager at
Gabelli Funds, which owns Mylan and Perrigo shares, said the lower
bar would drag out the takeover by six to nine months, raising
costs for Mylan and delaying synergies the company promised.")
[v] The reference to total return since 2007 indicates FY2007
period beginning June 30, 2006 to
April 7, 2015, prior to Mylan's
proposal announcement.
[vi] See August 2015 Perrigo
Investor Presentation filed with the SEC on August 6, 2015.
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SOURCE Perrigo Company plc