Majority Mylan shareholders vote for Perrigo takeover bid



Majority Mylan shareholders vote for Perrigo takeover bid

PITTSBURGH - Shareholders of Mylan N.V., a global pharmaceutical company, Friday overwhelmingly approved the company's $35.6 billion bid for Perrigo Company plc, giving a fillip to its attempted hostile takeover of its rival.

Mylan first made an unsolicited, $28.9 billion bid for Perrigo in April, arguing that there is a need for consolidation in the crowded generics sector. It later raised its bid to about $33 billion, and then yet again to nearly $36 billion. Perrigo rejected all the bids as being too low.

Two-thirds of the votes cast at the extraordinary general meeting favoured the deal and the related issuance of Mylan ordinary shares to Perrigo's shareholders to fund the deal.

In addition, the transaction received support from more than a majority of all outstanding ordinary shares.

"We sincerely appreciate our shareholders' overwhelming support of this transaction, as well as their support of Mylan's ongoing strategy," said Mylan's Executive Chairman Robert J. Coury in a statement.

"We believe the vote underscores shareholders' clear understanding of, and support for, the strategic rationale and potential for value creation inherent in the combination of Mylan and Perrigo.

"We look forward to launching our formal offer directly to Perrigo shareholders in the coming weeks, and we are very confident that they too will support this unique and compelling transaction."

By doing so, Hertfordshire, UK based Mylan would bypass Perrigo's management and board, which have rebuffed its advances.

As previously announced on April 24, 2015, Mylan issued a Rule 2.5 announcement (amended on April 29, 2015 and on August 13, 2015) under the Irish Takeover Rules setting forth its legally-binding commitment to commence an offer for the entire issued and to be issued shares of Perrigo.

Now it will be up to Perrigo shareholders to decide whether they want the companies to combine.

"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," Perrigo said after the vote.

The vote is a victory for Coury, who spurned a roughly $40 billion takeover offer from Teva Pharmaceutical Industries Ltd. that came after Mylan declared its interest in Perrigo.

Mylan, which recently moved its legal home to the Netherlands after an acquisition, made use of Dutch corporate law to strengthen its defenses against a deal with Teva, which has since then agreed to buy Allergan PLCs generic-drug business for $40.5 billion.

Besides Dublin-based specialty pharmaceutical company Perrigo, the potential Mylan deal has met with resistance from proxy adviser Institutional Shareholder Services Inc. which earlier this month recommended that Mylan shareholders vote against it arguing that the offer was not compelling enough.

John Paulson, the founder of hedge fund Paulson and Co., which owns shares in both companies, has however come out strongly in favor of the deal and publicly extolled its merits. Abbott Laboratories, another big Mylan shareholder, has also declared its support of a Perrigo deal.

Neither Mylan nor Perrigo is a household name, but a combination of the two companies would create one of the world's top sellers of low-price medicines with about $15 billion in yearly sales, stated the Wall Street Journal.

A deal would be the latest in a wave of consolidation of drug firms seeking to gain scale and remain competitive in an evolving health-care market. There have been $274.8 billion of deals in the pharmaceutical sector world-wide so far this year, by far the biggest total on record, according to Dealogic.

Mylan has until September 14 to initiate the process for acquiring Perrigo. In a statement, Perrigo chairman Joseph C. Papa noted that the offer undervalues the company, dilutes its growth value and has governance risks. The company believes the majority of its shareholders will reject the proposal.

"We are confident that the majority of Perrigo shareholders will not tender their shares to Mylan," Papa said.

Majority Mylan shareholders vote for Perrigo takeover bid

Majority Mylan shareholders vote for Perrigo takeover bid

Big News Network.com
29th August 2015, 08:08 GMT+10

PITTSBURGH - Shareholders of Mylan N.V., a global pharmaceutical company, Friday overwhelmingly approved the company's $35.6 billion bid for Perrigo Company plc, giving a fillip to its attempted hostile takeover of its rival.

Mylan first made an unsolicited, $28.9 billion bid for Perrigo in April, arguing that there is a need for consolidation in the crowded generics sector. It later raised its bid to about $33 billion, and then yet again to nearly $36 billion. Perrigo rejected all the bids as being too low.

Two-thirds of the votes cast at the extraordinary general meeting favoured the deal and the related issuance of Mylan ordinary shares to Perrigo's shareholders to fund the deal.

In addition, the transaction received support from more than a majority of all outstanding ordinary shares.

"We sincerely appreciate our shareholders' overwhelming support of this transaction, as well as their support of Mylan's ongoing strategy," said Mylan's Executive Chairman Robert J. Coury in a statement.

"We believe the vote underscores shareholders' clear understanding of, and support for, the strategic rationale and potential for value creation inherent in the combination of Mylan and Perrigo.

"We look forward to launching our formal offer directly to Perrigo shareholders in the coming weeks, and we are very confident that they too will support this unique and compelling transaction."

By doing so, Hertfordshire, UK based Mylan would bypass Perrigo's management and board, which have rebuffed its advances.

As previously announced on April 24, 2015, Mylan issued a Rule 2.5 announcement (amended on April 29, 2015 and on August 13, 2015) under the Irish Takeover Rules setting forth its legally-binding commitment to commence an offer for the entire issued and to be issued shares of Perrigo.

Now it will be up to Perrigo shareholders to decide whether they want the companies to combine.

"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," Perrigo said after the vote.

The vote is a victory for Coury, who spurned a roughly $40 billion takeover offer from Teva Pharmaceutical Industries Ltd. that came after Mylan declared its interest in Perrigo.

Mylan, which recently moved its legal home to the Netherlands after an acquisition, made use of Dutch corporate law to strengthen its defenses against a deal with Teva, which has since then agreed to buy Allergan PLCs generic-drug business for $40.5 billion.

Besides Dublin-based specialty pharmaceutical company Perrigo, the potential Mylan deal has met with resistance from proxy adviser Institutional Shareholder Services Inc. which earlier this month recommended that Mylan shareholders vote against it arguing that the offer was not compelling enough.

John Paulson, the founder of hedge fund Paulson and Co., which owns shares in both companies, has however come out strongly in favor of the deal and publicly extolled its merits. Abbott Laboratories, another big Mylan shareholder, has also declared its support of a Perrigo deal.

Neither Mylan nor Perrigo is a household name, but a combination of the two companies would create one of the world's top sellers of low-price medicines with about $15 billion in yearly sales, stated the Wall Street Journal.

A deal would be the latest in a wave of consolidation of drug firms seeking to gain scale and remain competitive in an evolving health-care market. There have been $274.8 billion of deals in the pharmaceutical sector world-wide so far this year, by far the biggest total on record, according to Dealogic.

Mylan has until September 14 to initiate the process for acquiring Perrigo. In a statement, Perrigo chairman Joseph C. Papa noted that the offer undervalues the company, dilutes its growth value and has governance risks. The company believes the majority of its shareholders will reject the proposal.

"We are confident that the majority of Perrigo shareholders will not tender their shares to Mylan," Papa said.