Mylan Commences Offer to Acquire Perrigo
Mylan has officially commenced its formal offer to acquire all outstanding ordinary shares of Perrigo.
Sept. 14, 2015
/PRNewswire/ -- Mylan N.V. (NASDAQ: MYL) today announced that it has officially commenced its formal offer to acquire all outstanding ordinary shares of Perrigo Company plc (NYSE: PRGO; TASE). Under the terms of the offer, Perrigo shareholders will receive
in cash and 2.3 Mylan ordinary shares for each Perrigo ordinary share. Perrigo shareholders will own approximately 40% of the combined company upon completion of the transaction.
Mylan's Executive Chairman
Robert J. Coury
commented, "With the overwhelming support of Mylan shareholders, today we officially are taking our offer directly to the Perrigo shareholders. We are highly confident that the majority of Perrigo shareholders will support this full and compelling offer, particularly in the absence of any competing interest in this asset and the significant uncertainties, execution risk and lengthy timetable associated with Perrigo's standalone strategy.
"With just one transaction with Mylan, we are offering Perrigo shareholders immediate accretion to the value of their holdings,
in cash, and the ability to participate in the significant opportunities created by this combination, building on Mylan's impressive track record of success and delivering growth and value for shareholders over the long term.
"Further, the price we are offering Perrigo shareholders represents a generous multiple of approximately 19x based on Mylan's current share price, which is one of the highest multiples paid in our industry to date taking into account recent large transactions, and we believe this multiple fairly reflects the intrinsic value of Perrigo."
commented, "The strategic logic behind this combination is abundantly clear and has been recognized by many third party commentators and Perrigo itself. Together, Mylan and Perrigo will create a unique and powerful force in our industry, with the scale, breadth and reach to create significant and sustained value for shareholders and all other stakeholders. This strategic rationale is only further strengthened by the rapid consolidation within our industry. While we believe Perrigo represents the most attractive entry point for Mylan to apply its global manufacturing and supply chain expertise and broad commercial reach to the over-the-counter category, Mylan is committed and well-positioned to pursue the OTC segment independently given its global scale and capabilities."
Mr. Coury further commented, "We believe that the choice we have given Perrigo shareholders is more clear today than ever before: accept a highly attractive offer including
in cash and participate in the exciting potential for growth and value creation of a combined Mylan-Perrigo, or receive no upfront cash and risk a significant and precipitous drop in value in Perrigo's stock, while weathering the delays and potential execution and integration risk inherent in Perrigo's standalone strategy as it tries to achieve the scale, breadth and reach required for success in this industry.
"We look forward to discussing our offer directly with Perrigo shareholders in the coming weeks and are confident that the clear and direct pathway to completion that we have provided will allow us to close our offer on November 13th with the robust support of Perrigo shareholders."
The offer is being made in accordance with Mylan's announcement (dated
April 24, 2015
and amended on
April 29, 2015
August 13, 2015
) pursuant to Rule 2.5 of Irish Takeover Rules that set forth Mylan's legally binding commitment to commence an offer for the entire issued and to be issued share capital of Perrigo.
The offer and withdrawal rights are scheduled to expire at
New York City
November 13, 2015
, unless the offer is extended with the consent of the Irish Takeover Panel. The acceptance condition for the offer requires greater than 50% of Perrigo ordinary shares to have been tendered into the offer.
A copy of the Offer to Exchange (being the offer document for the purposes of the Irish Takeover Rules) and other related materials is being mailed to Perrigo shareholders and the Offer to Exchange will be available at perrigotransaction.mylan.com.
The offer is subject to the conditions in Mylan's announcement of
April 24, 2015
(as amended on
April 29, 2015
August 13, 2015
), including all notifications and filings, where necessary, having been made and all applicable waiting periods (including any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, of
the United States
and the rules and regulations thereunder (the "HSR Act") having been terminated or having expired (in each case in connection with the offer) or a final decision to clear or approve the consummation of the acquisition contemplated by the offer under the HSR Act having been obtained, irrespective of the conditions attaching thereto.
Goldman Sachs & Co is acting as financial advisor, and Cravath, Swaine & Moore LLP is acting as legal advisor, to Mylan, with
acting as legal advisor in
and NautaDutilh acting as legal advisor in