Mylan said Monday that under the offer, Perrigo shareholders would receive $75 in cash and 2.3 Mylan ordinary shares for each Perrigo ordinary share. That would translate to a per-share value of roughly $186, based on the latest closing price of Mylan shares.
Upon completion of the transaction, Perrigo shareholders would own about 40% of the combined company, according to Mylan.
“With the overwhelming support of Mylan shareholders, today we officially are taking our offer directly to the Perrigo shareholders. We are highly confident that the majority of Perrigo shareholders will support this full and compelling offer, particularly in the absence of any competing interest in this asset and the significant uncertainties, execution risk and lengthy timetable associated with Perrigo’s standalone strategy,” Mylan executive chairman Robert Coury said in a statement. “With just one transaction with Mylan, we are offering Perrigo shareholders immediate accretion to the value of their holdings, $75 in cash, and the ability to participate in the significant opportunities created by this combination, building on Mylan’s impressive track record of success and delivering growth and value for shareholders over the long term.”
The logic behind a Mylan-Perrigo combination is “abundantly clear,” according to Heather Bresch, chief executive officer of Mylan.
“Together, Mylan and Perrigo will create a unique and powerful force in our industry, with the scale, breadth and reach to create significant and sustained value for shareholders and all other stakeholders,” Bresch stated. “This strategic rationale is only further strengthened by the rapid consolidation within our industry. While we believe Perrigo represents the most attractive entry point for Mylan to apply its global manufacturing and supply chain expertise and broad commercial reach to the over-the-counter category, Mylan is committed and well-positioned to pursue the OTC segment independently, given its global scale and capabilities.”
Dublin, Ireland-based Perrigo on Monday confirmed that Mylan has begun an unsolicited bid to acquire Perrigo, and it advised shareholders to take no action pending a review of the offer by Perrigo’s board.
Last Tuesday, Mylan announced that it would make an acquisition offer directly to Perrigo shareholders. The company also sent a letter to Perrigo chairman and CEO Joseph Papa reaffirming its commitment to the transaction.
Mylan made an unsolicited bid to buy Perrigo 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.
“We look forward to discussing our offer directly with Perrigo shareholders in the coming weeks,” Coury added, “and are confident that the clear and direct pathway to completion that we have provided will allow us to close our offer on Nov. 13 with the robust support of Perrigo shareholders.”