Perrigo Board Unanimously Rejects Unsolicited Proposal From Mylan


Proposal substantially undervalues Perrigo and is not in the best interests of its shareholders.


DUBLIN, April 21, 2015 /PRNewswire/ -- Perrigo Company plc ("Perrigo") (NYSE: PRGO; TASE) today announced that its Board of Directors has unanimously rejected the unsolicited Proposal (the "Proposal") from Mylan NV ("Mylan") (NASDAQ: MYL), disclosed April 8, 2015, to acquire all of the outstanding shares of Perrigo for $205.00 per share. Following a thorough review, advised by its financial and legal advisors, the Board unanimously concluded that the Proposal substantially undervalues the Company and its future growth prospects and is not in the best interests of Perrigo's shareholders.

Key factors informing the Board's determination include:

  • The Proposal substantially undervalues Perrigo's differentiated global business, including the Company's leading market position in key franchises, global distribution platform, and proven expertise in product development and supply chain management;
  • The Proposal would deny Perrigo shareholders the full benefits of Perrigo's durable competitive position and compelling growth strategy, which is reflected in the Company's three-year organic net sales compound annual growth rate (CAGR) goal for calendar 2014 to 2017 of 5-10%;
  • The Proposal does not take into account the full benefits of the Omega Pharma acquisition, which closed on March 30, 2015, including additional value to be derived from synergies and increased global presence; and
  • The Proposal does not take into account Perrigo's innovative new product pipeline, which is expected to generate nearly $1 billion in net sales over the next three years, excluding sizable upside from potential new indications for Tysabri®.

Joseph C. Papa, Chairman, President and CEO, said, "The Board believes the Proposal substantially undervalues Perrigo and its growth prospects and that continued execution by the management team against our global growth strategy will deliver superior shareholder value. Perrigo has a long history of driving above market shareholder value through consistent growth with a focus on profitability and operational excellence, which is reflected in our organic net sales CAGR goal of 5-10% for the next three years. With the acquisition of Omega Pharma, we are a top five global OTC company with a diversified portfolio, a leading market position in key franchises and a strong and established global distribution platform. We will continue to capitalize on our durable competitive position by expanding our international platform organically and through future synergistic deals. These actions will advance our leadership in the global OTC marketplace."

Mr. Papa continued, "Perrigo's Board believes that the Company has a strong independent future and is well positioned to continue to drive superior growth and shareholder value and provide high 'Quality Affordable Healthcare Products®' to customers and consumers globally. The Board's confidence is built upon the Company's durable competitive position, compelling growth strategy, and strong and consistent track record of delivering results for shareholders under its experienced management team. Since fiscal 2007, we have delivered compound annual sales growth of 16%, increased adjusted operating margin by over 1,600 basis points and generated total shareholder returns of over 970%."

Perrigo has today separately announced results for the third quarter of fiscal 2015 ending March 28, 2015 and has provided guidance for calendar year 2015 in connection with its upcoming move to a calendar fiscal year. In the quarter, Perrigo generated record revenue, adjusted net income and operating cash flow. In addition, Perrigo's three-year organic net sales CAGR goal from 2014 to 2017 is 5-10%.

Shareholders are strongly advised to take no action in relation to the Proposal. There can be no certainty that any firm offer will be made, nor any certainty as to the terms on which any firm offer might be made by Mylan.

Morgan Stanley & Co. LLC acting through its affiliate, Morgan Stanley & Co. International plc is acting as financial advisor and Wachtell, Lipton, Rosen & Katz and A&L Goodbody are acting as legal advisors to Perrigo.

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