Mylan Raises Offer to Acquire Perrigo


Increased offer consists of $75 per share in cash and 2.3 Mylan ordinary shares for each Perrigo ordinary share.


POTTERS BAR, England, April 29, 2015 /PRNewswire/ -- Mylan N.V. (NASDAQ: MYL) today announced that, further to its announcement issued pursuant to Rule 2.5 of the Irish Takeover Rules on April 24, 2015 (the "Rule 2.5 Announcement"), it has increased its offer to acquire the issued and to be issued shares of Perrigo (NYSE: PRGO; TASE). Under the terms of the increased offer, Perrigo shareholders will receive $75 in cash and 2.3 Mylan ordinary shares for each Perrigo ordinary share (the "Increased Offer").

Based on Mylan's closing stock price of $68.36 on April 8, 2015, the first day of market reaction to the initial proposal, the value of today's offer is $232.23 per Perrigo share, which represents a multiple of approximately 25x calendar year 2014 EBITDA (pro forma for Perrigo's recent acquisition of Omega Pharma).

Goldman, Sachs & Co., as financial advisor to Mylan, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable upon full acceptance of the Increased Offer.

Mylan's Executive Chairman Robert J. Coury commented, "With this enhanced offer, I look forward to meeting with Joe Papa and his team to finalize the implementation of this truly compelling combination, which is a win-win for both Mylan and Perrigo shareholders and all other stakeholders.

"Previously, Mylan filed for U.S. anti-trust clearance, made a "hell or high water" commitment with respect to obtaining this clearance and committed to a timetable for closing. We have also secured firm committed financing for our offer. All of this, together with today's action, will result in a transaction that provides compelling value and maximum speed and certainty to Perrigo and its shareholders. Further, this is a transaction that can, and will, be completed and create a powerhouse company that will be an engine for growing shareholder and stakeholder value as Mylan has done consistently for many years."

Mylan's Chief Executive Officer Heather Bresch commented, "The industrial logic behind the combination of Mylan and Perrigo will generate significant value for customers, patients, employees, shareholders and other stakeholders by creating a one-of-a-kind global healthcare company that will be uniquely positioned within our evolving industry given its complementary businesses and cultures, unmatched scale in its operations and infrastructure, broad and diverse portfolio, and immense reach across distribution channels around the world."

As a result of the Increased Offer, it is expected that, following the consummation of the transaction, Mylan shareholders will own approximately 60.7% of the outstanding Mylan ordinary shares on a fully diluted basis and former Perrigo shareholders will own approximately 39.3% of the outstanding Mylan ordinary shares on a fully diluted basis.

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