NEW YORK — Mylan N.V. has received clearance from the Federal Trade Commission for its proposal to acquire Perrigo Co. plc after agreeing to divest certain generic drug products.
The regulatory approval leaves Mylan’s hostile bid in the hands of Perrigo shareholders, who have until Nov. 13 to accept the tender offer. To proceed with its takeover of Dublin, Ireland-based Perrigo, Mylan needs 80% of Perrigo shareholders’ votes.
In early April, Mylan made an unsolicited bid to acquire Perrigo in a cash-and-stock deal. That proposal, and later an increased offer, were rejected by Perrigo, which said the bids undervalued the company. Then in September, Mylan announced it was taking its bid directly to Perrigo shareholders, offering $75 in cash and 2.3 Mylan ordinary shares for each Perrigo ordinary share, giving the deal a total value of around $27 billion.
Last week, the U.S. District Court for the Southern District of New York denied a motion by Perrigo for a preliminary injunction against Mylan’s proposed acquisition of the company.
“We are delighted to have received FTC clearance, making our offer for Perrigo now unconditional other than the one final step, which now rests solely in the hands of Perrigo shareholders,” Mylan executive chairman Robert Coury said in a statement on Monday. “We are very confident that Perrigo shareholders will support this transaction by tendering their shares.”
Under the settlement announced Monday by the FTC, Mylan will sell the rights and assets to seven generic drugs to Alvogen Group Inc.
The agency said Mylan’s proposed acquisition of Perrigo would likely have harmed current competition in U.S. markets for four generic drugs: bromocriptine mesylate (used for treatment of type 2 diabetes and Parkinson’s disease), clindamycin phosphate/benzoyl peroxide (for acne), liothyronine sodium (for hypothyroidism and enlarged thyroid glands) and polyethylene glycol 3350 (a laxative).
Mylan also will sell to Alvogen three other generic products for which the proposed acquisition would likely have impacted future competition: acyclovir (antiviral for treatment of herpes), hydromorphone hydrochloride (for moderate to severe pain) and scopolamine (for motion sickness and recovery from anesthesia and surgery).
On Friday, Perrigo again said Mylan’s acquisition proposal undervalues the company and, following a the presentation by Mylan in connection with its third-quarter earnings report, urged shareholders to not tender Mylan’s offer.
“Mylan again failed to provide a reason for Perrigo shareholders to accept Mylan’s grossly inadequate offer to acquire Perrigo — an offer that has become even more inadequate over time,” Perrigo said in a statement. “We remain confident that our shareholders will not be fooled and will reject this inadequate offer in favor of Perrigo’s superior long-term growth prospects,” the company added.