Mylan Clarifies Inaccuracies by Third Parties Related to Lowered Acceptance Condition to Acquire Perrigo
Mylan N.V. today clarified certain inaccuracies by third parties related to Mylan having lowered the acceptance condition in its offer to acquire Perrigo Company plc from not less than 80% of Perrigo ordinary shares to greater than 50% of Perrigo ordinary share.
HERTFORDSHIRE, England and PITTSBURGH (Aug. 21, 2015) -- Mylan N.V. today clarified certain inaccuracies by third parties related to Mylan having lowered the acceptance condition in its offer to acquire Perrigo Company plc from not less than 80% of Perrigo ordinary shares to greater than 50% of Perrigo ordinary shares.
Mylan Executive Chairman
Robert J. Coury
commented, "As we have stated repeatedly, Mylan remains fully confident that Perrigo's shareholders will see the value in this compelling combination and that more than 80% of Perrigo ordinary shares will be tendered into Mylan's offer, once launched following the approval of Mylan shareholders. With that said, Mylan is fully committed and prepared to operate Perrigo as a controlled subsidiary of Mylan in the unlikely event that greater than 50%, but less than 80%, of Perrigo ordinary shares are tendered and we would like to clarify certain implications of such a situation.
"Specifically, it is important to note that Mylan would have the ability to pass Perrigo ordinary resolutions, which will allow us to control the composition of Perrigo's Board of Directors and management team, and to effectively control Perrigo's day-to-day operations. In addition, Mylan is satisfied that the cash flows of the Mylan-Perrigo combination can be appropriately and efficiently utilized in both controlled and wholly-owned subsidiary scenarios.
"Further, as discussed in Mylan's proxy materials, Mylan continues to believe that the combination can realize annual pre-tax anticipated operational synergies of at least
from the combined operations by the end of year four and that Mylan can successfully manage any additional risks associated with operating Perrigo as a controlled subsidiary, if necessary. Mylan has previous experience operating controlled subsidiaries, specifically when we acquired approximately 71% of Matrix Laboratories Limited in 2007 and operated it as a controlled subsidiary until 2015.
"We remain confident that we will receive the support of Mylan shareholders and that acquiring Perrigo is the right next strategic step for Mylan and its shareholders in continuing to deliver on our stellar track record of creating significant and sustained value for our shareholders and other stakeholders. We continue to look forward to making the combination with Perrigo a reality in the coming months."
April 24, 2015
, Mylan issued a Rule 2.5 announcement (amended on
April 29, 2015
) under the Irish Takeover Rules setting forth its legally-binding commitment to commence an offer directly to the Perrigo shareholders for the entire issued and to be issued share capital of Perrigo. On
Aug. 13, 2015
, Mylan announced that it had exercised its option to formally reduce the acceptance condition to its offer by lowering the acceptance threshold from not less than 80% of Perrigo ordinary shares to greater than 50% of Perrigo ordinary shares. The proposed transaction remains subject to certain conditions and other terms set forth in the formal Rule 2.5 announcement.