Mylan trades another round of accusations with Perrigo

The leaders of Mylan NV and the Irish drugmaker that has spurned its takeover attempt traded another round of accusations as they continued their public battle for shareholders' attention days before a key vote.

In a letter released Tuesday, Perrigo CEO Joseph Papa again criticized Mylan's management and its decision to pursue a hostile takeover of his company. Mylan's shareholders will vote Friday on whether the company should take its $34 billion offer directly to Perrigo's shareholders.

“In recent weeks, it has become clear to me that Mylan's pursuit of Perrigo at all costs has further highlighted some very troubling corporate governance values,” Papa wrote in a letter to its shareholders, citing Mylan's decision this month to lower the percentage of Perrigo's stock it is looking to get to 50 percent from 80 percent to proceed with the bid.

“And Mylan has taken its disregard for shareholders to a new level in recent days by threatening to delist Perrigo shares from every exchange, even if 49 percent of our holders say ‘No' to its offer,” Papa wrote.

Mylan fired back by blasting what it called misleading comments by Perrigo. It released a document from a board that monitors takeovers in Ireland that said previous Perrigo statements “may mislead shareholders and the market or may create uncertainty contrary to” rules there.

“We are hopeful that today's statements will provide Mylan and Perrigo shareholders with even greater confidence in Mylan's previous statements with regard to the compelling nature of this transaction, our commitment to completing it, and our ability to realize the significant benefits from the combination, including the projected synergies, in order to create value for Mylan and Perrigo shareholders,” said Mylan Executive Chairman Robert J. Coury.

The Irish board's statement noted that Mylan dropping “the acceptance condition to greater than 50 percent does not of itself mean that Mylan will not acquire 80 percent of the outstanding Perrigo shares pursuant to its offer.”

The higher threshold would allow Mylan to automatically gain control of Perrigo under Irish law. The 50 percent minimum would allow a board takeover and give Mylan more time to persuade holdouts to sell until it achieved the amount needed to win full control of its target.

Coury dismissed criticism of his company's moves.

“Mylan's track record of delivering exceptional performance and for creating value through a decade of outstanding shareholders returns speaks for itself,” he said.

Mylan shareholders will vote on the hostile takeover plan in the Netherlands, where the company moved its corporate address this year to gain a tax advantage.

It has offered Perrigo shareholders $75 and 2.3 shares in Mylan, which the company has said values Perrigo at $232 a share, or about $34 billion.

Papa has predicted his company's shareholders would not tender because the offer undervalues Perrigo.

“We think this is an unacceptable way to treat shareholders and run any company and, from feedback we have received in meetings with you, we believe many others are seeing it the same way,” he wrote.

David Conti is a staff writer for Trib Total Media. He can be reached at 412-388-5802 or dconti@tribweb.com.