Mylan to make acquisition bid to Perrigo shareholders

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HERTFORDSHIRE, England — Next week, Mylan N.V. plans to make a formal offer directly to the shareholders of Perrigo plc to buy the company.

Mylan said Tuesday that it aims to make the bid on Monday, Sept. 14. Under the offer, Perrigo shareholders would receive $75 in cash and 2.3 Mylan ordinary shares for each Perrigo ordinary share, giving the deal a total value of around $27 billion, or roughly $185 per share.

“We are very excited to commence the final step in this transaction and to complete the compelling combination of Mylan and Perrigo. As we have repeatedly stated, we believe this is a highly attractive offer for Perrigo shareholders in terms of the price, multiple being paid, accretion and continued long-term potential for value creation. It also offers Perrigo shareholders a clear pathway to close the transaction,” Mylan executive chairman Robert Coury said in a statement. “We have long respected Perrigo and believe that Mylan is uniquely positioned to maximize this asset for the benefit of shareholders and all other stakeholders. We are confident that Perrigo shareholders see that our offer provides superior immediate value, as well as long-term, sustainable value creation, and will tender in favor of the transaction.”

Mylan said Coury also has sent a letter to Perrigo chairman and chief executive officer Joseph Papa reiterating its commitment to the transaction.

On Aug. 28, Mylan reported that its shareholders have “overwhelmingly approved” the proposed acquisition of Perrigo, an unsolicited bid made in early April. Perrigo rejected the hostile bid later that month, as well as a formal bid and an increased offer from Mylan shortly thereafter, saying that the proposals undervalue the company.

As of late Tuesday, Perrigo hadn’t released a comment about Mylan’s plan to offer a bid directly to shareholders. However, on Aug. 28, Perrigo said it was confident that its shareholders will reject “Mylan’s value-destructive transaction.”

“Our views of Mylan’s offer to Perrigo shareholders have always been, and will continue to be, based on our board’s careful reflection of the value available to Perrigo shareholders, and do not depend on the limited choices that Mylan has allowed its shareholders to consider,” Papa sstated.  “Following extensive discussions with our shareholders, we are confident that most of them believe that Mylan’s offer substantially undervalues Perrigo and would dilute our growth profile and superior valuation. The offer also would subject Perrigo shareholders to Mylan’s highly troubling governance approach and serious risks related to Mylan’s lowered 50%-plus acceptance condition. Investors, rating agencies and leading proxy advisory services have noted that the lowered threshold would make any synergy targets more difficult to achieve, raise integration and execution risk, and add additional downward pressure on Mylan’s credit rating.”



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