Teva Files for Hart-Scott-Rodino Notification Regarding Proposed Acquisition of Mylan
Teva proposed to acquire Mylan for $82.00 per Mylan share.
JERUSALEM--(BUSINESS WIRE)--Apr. 22, 2015-- Teva Pharmaceutical Industries Ltd. (NYSE:TEVA) (TASE:TEVA) today announced that it has filed for premerger notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) with the U.S. Department of Justice Antitrust Division and the Federal Trade Commission regarding its proposed acquisition of Mylan N.V. (NASDAQ: MYL). As announced on April 21, 2015, Teva proposed to acquire Mylan for $82.00 per Mylan share, with the consideration to be comprised of approximately 50 percent cash and 50 percent stock. Teva's proposal for Mylan implies a total equity value of approximately $43 billion and an enterprise value of approximately $50 billion.
The Teva Board and management team are committed to consummating a transaction as soon as possible. The acquisition proposal would provide Teva stockholders with very attractive strategic and financial benefits and Mylan stockholders with a substantial premium and immediate value for their shares, as well as the opportunity to participate in the significant upside potential of the combined company - one that would transform the global generics space and leverage it to hold a unique leadership position in the pharmaceutical industry.
Teva has carefully studied the regulatory aspects of a combination of Teva and Mylan, in conjunction with its advisors. Teva is confident that it would be able to structure a transaction that would not contain material impediments to closing and that it can determine and promptly implement divestitures, as necessary, to gain regulatory clearances. Teva intends to work cooperatively with antitrust authorities and expects that the proposed transaction can be completed by year-end 2015.
Teva's proposal provides Mylan stockholders with a more attractive alternative to Mylan's proposed acquisition of Perrigo Company plc (NYSE and TASE: PRGO), as announced on April 8, 2015, as well as to Mylan on a standalone basis. Teva's proposal would provide Mylan stockholders with consideration representing a 37.7% premium to the stock price of Mylan on April 7, 2015, which is the last day of trading prior to Mylan's press release regarding its unsolicited proposal for Perrigo, and a 48.3% premium to the unaffected stock price of Mylan on March 10, 2015, which is the last day of trading prior to widespread speculation of a transaction between Teva and Mylan.
Barclays and Greenhill & Co. are serving as financial advisors to Teva. Kirkland & Ellis LLP and Tulchinsky Stern Marciano Cohen Levitski & Co are serving as legal counsel to Teva, with De Brauw Blackstone Westbroek N.V. and Loyens & Loeff N.V. acting as legal advisors in the Netherlands.