Institutional Shareholder Services, an influential shareholder-vote adviser, recommended that Mylan NV investors vote against authorizing the company's $36 billion takeover of Perrigo Co., saying the deal faces too many hurdles.

The ISS report, issued Friday to the firm's clients, cited "unreasonable uncertainties," including that Dublin-based Perrigo's shareholders may reject the offer. The cash-and-stock bid, which Perrigo's board has called inadequate, is currently worth just under $200 a share, down from its raised bid of $232 in April.

That price "could be inadequate to win over enough Perrigo shareholders to complete the acquisition," ISS wrote.

A Mylan spokesperson didn't immediately comment on the recommendation.

Mylan stockholders are expected to vote Aug. 28 on whether to issue new shares to fund the acquisition.

Mylan said this week it was prepared to close a tender offer after receiving just a simple majority of Perrigo shares, rather than the 80% required under Irish law to take a company fully private. ISS said that raised the risk that Mylan would be stuck as a large shareholder in another public company with no certain path toward owning the rest.

"The transaction Mylan envisions may indeed be a solid business strategy. What it has asked shareholders to approve at this meeting, however, is not a compelling acquisition strategy," ISS wrote.

Netherlands-based Mylan has been pursuing Perrigo since April. The chase was complicated when Mylan itself received an unsolicited offer from Teva Pharmaceutical Industries Ltd., but Teva withdrew its proposal last month.

Write to Liz Hoffman at liz.hoffman@wsj.com

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