HERTFORDSHIRE, England and
PITTSBURGH, July 27, 2015 /PRNewswire/ -- Mylan N.V.
(NASDAQ: MYL) today announced that it will hold its extraordinary
general meeting of shareholders in connection with its proposed
acquisition of Perrigo Company plc (NYSE: PRGO; TASE) at the Okura
Hotel Amsterdam on Friday, Aug. 28,
2015 at 1 p.m. Central
European Time (CET).
Among other agenda items at the extraordinary general meeting,
Mylan shareholders will meet to vote on the approval, under article
2:107a of the Dutch Civil Code, of the acquisition of all or any
portion of the ordinary shares of Perrigo outstanding as of the
consummation of such acquisition and the issuance of Mylan ordinary
shares to Perrigo shareholders as part of the consideration in such
acquisition.
Mylan's Executive Chairman Robert J.
Coury commented, "We are very pleased to bring our highly
strategic and compelling offer to acquire Perrigo to our
shareholders for their support, and look forward to achieving this
important next step in the process. We have been steadfast in our
belief that the combination of Mylan and Perrigo demonstrates clear
and convincing industrial logic that will generate significant
value for shareholders, employees, patients, customers, and other
stakeholders. Together, we will create a one-of-a-kind global
healthcare company with complementary businesses and cultures,
unmatched scale in its operations, one of the industry's broadest
and most diversified portfolios, and immense reach across
distribution channels around the world."
Holders of Mylan shares and others who have meeting rights under
Dutch law with respect to Mylan shares and who are registered in
Mylan's shareholders' register at the close of business on
Friday, July 31, 2015 are entitled to
attend the extraordinary general meeting and, if relevant, vote at
such meeting in person, or authorize a third party to attend and,
if relevant, vote at the meeting on their behalf through the use of
a proxy card.
As previously announced, on April 24,
2015, Mylan issued a Rule 2.5 announcement (amended on
April 29, 2015) under the Irish
Takeover Rules setting forth its legally-binding commitment to
commence an offer for the entire issued and to be issued share
capital of Perrigo.
ABOUT MYLAN
Mylan is a global pharmaceutical company
committed to setting new standards in healthcare. Working together
around the world to provide 7 billion people access to high quality
medicine, we innovate to satisfy unmet needs; make reliability and
service excellence a habit; do what's right, not what's easy; and
impact the future through passionate global leadership. We offer a
growing portfolio of around 1,400 generic pharmaceuticals and
several brand medications. In addition, we offer a wide range of
antiretroviral therapies, upon which nearly 50% of HIV/AIDS
patients in developing countries depend. We also operate one of the
largest active pharmaceutical ingredient manufacturers and
currently market products in about 145 countries and territories.
Our workforce of approximately 30,000 people is dedicated to
creating better health for a better world, one person at a time.
Learn more at mylan.com.
RESPONSIBILITY STATEMENT
The directors of Mylan N.V.
("Mylan") accept responsibility for the information contained in
this communication. To the best of the knowledge and belief of the
directors (who have taken all reasonable care to ensure that such
is the case) the information contained in this communication is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
DEALING DISCLOSURE REQUIREMENTS
Under the provisions
of Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules
2013 (the "Rules"), if any person is, or becomes, 'interested'
(directly or indirectly) in, 1% or more of any class of 'relevant
securities' of Perrigo Company plc ("Perrigo") or Mylan, all
'dealings' in any 'relevant securities' of Perrigo or Mylan
(including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') must be publicly
disclosed by not later than 3:30 pm
(New York time) on the 'business'
day following the date of the relevant transaction. This
requirement will continue until the date on which the 'offer
period' ends. If two or more persons co-operate on the basis of any
agreement, either express or tacit, either oral or written, to
acquire an 'interest' in 'relevant securities' of Perrigo or Mylan,
they will be deemed to be a single person for the purpose of Rule
8.3 of the Rules.
Under the provisions of Rule 8.1 of the Rules, all 'dealings' in
'relevant securities' of Perrigo by Mylan or 'relevant securities'
of Mylan by Perrigo, or by any party acting in concert with either
of them, must also be disclosed by no later than 12 noon
(New York time) on the 'business'
day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose
'relevant securities' 'dealings' should be disclosed, can be found
on the Irish Takeover Panel's (the "Panel") website at
www.irishtakeoverpanel.ie.
Interests in securities arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Rules, which can
also be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a dealing under Rule 8,
please consult the Panel's website at www.irishtakeoverpanel.ie or
contact the Panel on telephone number +353 1 678 9020 or fax number
+353 1 678 9289.
Goldman Sachs, which is authorized by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting for Mylan and no one
else in connection with the proposed acquisition of Perrigo by
Mylan (the "Perrigo Proposal") and will not be responsible to
anyone other than Mylan for providing the protections afforded to
clients of Goldman Sachs, or for giving advice in connection with
the Perrigo Proposal or any matter referred to herein.
Goldman Sachs does not accept any responsibility whatsoever for
the contents of this communication or for any statement made or
purported to be made by them or on their behalf in connection with
the offer. Goldman Sachs accordingly disclaims all and any
liability whether arising in tort, contract or otherwise which it
might otherwise have in respect of this communication or any such
statement.
ADDITIONAL INFORMATION
In connection with the Perrigo
Proposal, Mylan has filed certain materials with the Securities and
Exchange Commission (the "SEC"), including, among other materials,
a Registration Statement on Form S-4 (that includes an offer to
exchange/prospectus) on May 5, 2015
(which Registration Statement was amended on June 19, 2015 and July 16,
2015 and has not yet been declared effective, the
"Registration Statement") and a preliminary proxy statement on
Schedule 14A on May 5, 2015 (which
preliminary proxy statement was amended on June 19, 2015, July 16,
2015 and July 24, 2015, the
"Preliminary Proxy Statement"). In connection with the Perrigo
Proposal, Mylan intends to file with the SEC a Tender Offer
Statement on Schedule TO and certain other materials. This
communication is not intended to be, and is not, a substitute for
such filings or for any other document that Mylan may file with the
SEC in connection with the Perrigo Proposal. INVESTORS AND
SECURITYHOLDERS OF MYLAN AND PERRIGO ARE URGED TO READ THE
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY (IF
AND WHEN THEY BECOME AVAILABLE) BEFORE MAKING AN INVESTMENT
DECISION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
MYLAN, PERRIGO AND THE PERRIGO PROPOSAL. Such documents will be
available free of charge through the website maintained by the SEC
at www.sec.gov or by directing a request to Mylan at 724-514-1813
or investor.relations@mylan.com. Any materials filed by Mylan with
the SEC that are required to be mailed to shareholders of Perrigo
and/or Mylan will also be mailed to such shareholders. This
communication has been prepared in accordance with U.S. securities
law, Irish law and the Rules.
A copy of this communication will be available free of charge at
the following website: perrigotransaction.mylan.com. Such
website is neither endorsed, nor sponsored, nor affiliated with
Perrigo or any of its affiliates. PERRIGO® is a registered
trademark of L. Perrigo Company.
PARTICIPANTS IN SOLICITATION
This communication is not
a solicitation of a proxy from any investor or shareholder.
However, Mylan and certain of its directors, executive officers and
other members of its management and employees may be deemed to be
participants in the solicitation of proxies in connection with the
Perrigo Proposal under the rules of the SEC. Information regarding
Mylan's directors and executive officers may be found in Mylan
Inc.'s Annual Report on Form 10-K for the fiscal year ended
December 31, 2014, which was filed
with the SEC on March 2, 2015,
amended on April 30, 2015 and updated
by Mylan's Current Report on Form 8-K filed on June 11, 2015, as well as in the Registration
Statement and the Preliminary Proxy Statement. These
documents can be obtained free of charge from the sources indicated
above. Additional information regarding the interests of these
participants, which may, in some cases, be different than those of
Mylan's shareholders generally, will also be included in the
materials that Mylan intends to file with the SEC when they become
available.
NON-SOLICITATION
This communication is not intended
to, and does not, constitute or form part of (1) any offer or
invitation to purchase or otherwise acquire, subscribe for, tender,
exchange, sell or otherwise dispose of any securities, (2) the
solicitation of an offer or invitation to purchase or otherwise
acquire, subscribe for, sell or otherwise dispose of any securities
or (3) the solicitation of any vote or approval in any jurisdiction
pursuant to this communication or otherwise, nor will there be any
acquisition or disposition of the securities referred to in this
communication in any jurisdiction in contravention of applicable
law or regulation. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
FURTHER INFORMATION
The distribution of this
communication in certain jurisdictions may be restricted or
affected by the laws of such jurisdictions. Accordingly, copies of
this communication are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in, into, or from any such
jurisdiction. Therefore, persons who receive this communication
(including, without limitation, nominees, trustees and custodians)
and are subject to the laws of any such jurisdiction will need to
inform themselves about, and observe, any applicable restrictions
or requirements. Any failure to do so may constitute a violation of
the securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, Mylan disclaims any responsibility or
liability for the violations of any such restrictions by any
person.
FORWARD-LOOKING STATEMENTS
This communication contains
"forward-looking statements." Such forward-looking statements may
include, without limitation, statements about the Perrigo Proposal,
Mylan's acquisition (the "EPD Transaction") of Mylan Inc. and
Abbott Laboratories' non-U.S. developed markets specialty and
branded generics business (the "EPD Business"), the benefits and
synergies of the Perrigo Proposal or EPD Transaction, future
opportunities for Mylan, Perrigo, or the combined company and
products, and any other statements regarding Mylan's, Perrigo's, or
the combined company's future operations, anticipated business
levels, future earnings, planned activities, anticipated growth,
market opportunities, strategies, competition, and other
expectations and targets for future periods. These may often be
identified by the use of words such as "will," "may," "could,"
"should," "would," "project," "believe," "anticipate," "expect,"
"plan," "estimate," "forecast," "potential," "intend," "continue,"
"target" and variations of these words or comparable words. Because
forward-looking statements inherently involve risks and
uncertainties, actual future results may differ materially from
those expressed or implied by such forward-looking statements.
Factors that could cause or contribute to such differences include,
but are not limited to: uncertainties related to the Perrigo
Proposal, including as to the timing of the offer and compulsory
acquisition, whether Perrigo will cooperate with Mylan and whether
Mylan will be able to consummate the offer and compulsory
acquisition, whether Mylan shareholders will provide the requisite
approvals for the Perrigo Proposal, the possibility that competing
offers will be made, the possibility that the conditions to the
consummation of the offer will not be satisfied, and the
possibility that Mylan will be unable to obtain regulatory
approvals for the offer and compulsory acquisition or be required,
as a condition to obtaining regulatory approvals, to accept
conditions that could reduce the anticipated benefits of the offer
and compulsory acquisition; the ability to meet expectations
regarding the accounting and tax treatments of a transaction
relating to the Perrigo Proposal and the EPD Transaction; changes
in relevant tax and other laws, including but not limited to
changes in healthcare and pharmaceutical laws and regulations in
the U.S. and abroad; the integration of Perrigo and the EPD
Business being more difficult, time-consuming, or costly than
expected; operating costs, customer loss and business disruption
(including, without limitation, difficulties in maintaining
relationships with employees, customers, clients, or suppliers)
being greater than expected following the Perrigo Proposal and the
EPD Transaction; the retention of certain key employees of Perrigo
and the EPD Business being difficult; the possibility that Mylan
may be unable to achieve expected synergies and operating
efficiencies in connection with the Perrigo Proposal and the EPD
Transaction within the expected time-frames or at all and to
successfully integrate Perrigo and the EPD Business; expected or
targeted future financial and operating performance and
results; the capacity to bring new products to market,
including but not limited to where Mylan uses its business judgment
and decides to manufacture, market, and/or sell products, directly
or through third parties, notwithstanding the fact that allegations
of patent infringement(s) have not been finally resolved by the
courts (i.e., an "at-risk launch"); success of clinical trials and
our ability to execute on new product opportunities; the scope,
timing, and outcome of any ongoing legal proceedings and the impact
of any such proceedings on financial condition, results of
operations and/or cash flows; the ability to protect intellectual
property and preserve intellectual property rights; the effect of
any changes in customer and supplier relationships and customer
purchasing patterns; the ability to attract and retain key
personnel; changes in third- party relationships; the impact of
competition; changes in the economic and financial conditions of
the businesses of Mylan, Perrigo, or the combined company; the
inherent challenges, risks, and costs in identifying, acquiring,
and integrating complementary or strategic acquisitions of other
companies, products or assets and in achieving anticipated
synergies; uncertainties and matters beyond the control of
management; and inherent uncertainties involved in the estimates
and judgments used in the preparation of financial statements, and
the providing of estimates of financial measures, in accordance
with accounting principles generally accepted in the United States of America and related
standards or on an adjusted basis. For more detailed information on
the risks and uncertainties associated with Mylan's business
activities, see the risks described in Mylan's Quarterly Report on
Form 10-Q for the quarter ended March 31,
2015 and our other filings with the SEC. These risks, as
well as other risks associated with Mylan, Perrigo, and the
combined company are also more fully discussed in the Registration
Statement and the Preliminary Proxy Statement. You can access
Mylan's filings with the SEC through the SEC website at
www.sec.gov, and Mylan strongly encourages you to do so. Except as
required by applicable law, Mylan undertakes no obligation to
update any statements herein for revisions or changes after the
date of this communication.
NO PROFIT FORECAST / ASSET VALUATIONS
No statement in
this communication is intended to constitute a profit forecast for
any period, nor should any statements be interpreted to mean that
earnings or earnings per share will necessarily be greater or
lesser than those for the relevant preceding financial periods for
Mylan or Perrigo as appropriate. No statement in this communication
constitutes an asset valuation.
SOURCES AND BASES OF INFORMATION
The information set
forth under "About Mylan" above has been extracted from Mylan
Inc.'s Annual Report (Form 10-K) for the period ended December 31, 2014 filed with the SEC on
March 2, 2015, amended on
April 30, 2015 and updated by Mylan's
Current Report on Form 8-K filed on June 11,
2015.
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SOURCE Mylan N.V.