HERTFORDSHIRE, England and
PITTSBURGH, Oct. 13, 2015 /PRNewswire/ -- Mylan N.V.
(Nasdaq: MYL), a leading global pharmaceutical company, will today
at 5:00 p.m. ET host a conference
call and webcast to review the clear value to be created for
Perrigo Company plc (NYSE: PRGO; TASE) shareholders through Mylan's
offer to acquire the company. The call will be hosted by Mylan's
Executive Chairman Robert J. Coury,
CEO Heather Bresch and CFO
John Sheehan.
Mylan will review a comprehensive presentation which outlines
how Mylan's offer delivers to Perrigo shareholders an attractive
premium and immediate accretion, while also immediately achieving
Perrigo's stated business strategy and reducing its future
performance risk. Mylan shareholders have recognized the
value of, and already supported, the combination, so the focus of
the presentation is solely on how it benefits Perrigo shareholders.
Key highlights from the presentation include:
- MULTIPLE MATH IS CLEAR AND COMPELLING: Mylan's offer for
Perrigo represents a 19-22x multiple to Perrigo's estimated 2015
calendar year adjusted EBITDA[1] using both Mylan's current share
price and its share price on April 7,
2015, the day before Mylan first made its offer public. This
is at the high end of comparable deals in the sector over the past
few years. Mylan believes this fundamental reality is why no other
bidder has emerged in the six months since Mylan first announced
its proposal to acquire Perrigo.
- PERRIGO'S STANDALONE SHARE PRICE WOULD LIKELY BE
SUBSTANTIALLY LOWER TODAY ABSENT MYLAN'S BID: As the market and
the healthcare sector have shifted, Mylan believes that Perrigo's
share price has unquestionably been supported by its offer. Based
on comparable companies, Mylan believes that Perrigo's current
hypothetical unaffected stock price would be between approximately
$117 and $139, with an average of
approximately $129[2]. This is
$32 lower than Perrigo's current
price and $36 lower than Perrigo's
price on April 7, 2015.
- THE OFFER IS SIGNIFICANTLY ACCRETIVE TO EARNINGS, GROWTH AND
VALUE CREATION FOR PERRIGO SHAREHOLDERS: Using Perrigo's own
analysis in its September 2015
presentation to investors, Mylan will demonstrate that its offer is
immediately accretive to Perrigo shareholders. The accretion
significantly increases if Perrigo shareholders decide to reinvest
the $75 per share in cash they will
receive back into the combined company. Perrigo's math also shows
that a combined Mylan + Perrigo would have higher long-term
adjusted diluted EPS growth, as Perrigo's standalone long-term
adjusted diluted EPS growth is decelerating. Furthermore, at a
range of pro forma P/E Multiples, using Perrigo's math, the
transaction results in immediate value creation for Perrigo
shareholders – with the value per share increasing over time as
synergies are achieved.
- RECEIVE A PREMIUM OR PAY A PREMIUM: Perrigo shareholders
will need to consider the compelling value of the $6.5 billion implied premium[3] being offered in
contrast to Perrigo's own uncertain standalone future and stated
strategy of delivering a premium to other parties to support its
growth going forward. This is exacerbated by the fact that
Perrigo's own numbers indicate its organic revenues have turned
negative in fiscal year 2015[4], underscoring its need to pursue an
uncertain acquisition strategy.
- PERRIGO EARNINGS DEPEND SIGNIFICANTLY ON A THIRD PARTY
ROYALTY, WHICH IS EXPECTED TO BE UNDER PRESSURE FROM POTENTIAL
COMPETING THERAPIES: Concern over Perrigo's core business is
only heightened when its reliance on the Tysabri® royalty for its
adjusted diluted earnings per share is examined. Mylan estimates
that the revenue stream from Perrigo's specialty sciences segment
(primarily comprised of the Tysabri® royalty) represents
approximately 28% of Perrigo's adjusted diluted EPS for calendar
year 2015[5]. This highly priced product in an increasingly
competitive therapeutic category is expected to be under pressure
from potential competing therapies. On a pro-forma basis, Mylan
expects the specialty sciences segment (primarily Tysabri®) to
represent less than 10% of the adjusted diluted EPS for the
combined company for calendar year 2015[6].
Mylan's Executive Chairman Robert J.
Coury commented, "We are now entering the final stages of
our offer for Perrigo and are confident that Perrigo shareholders
will support us by tendering their shares and making this
attractive offer a reality. We believe shareholders recognize the
compelling value of our offer, which includes a significant cash
component, and that they understand the exciting growth potential
of the combined company. By using Perrigo's own published numbers
from its recent defensive presentations, we demonstrate clearly in
our presentation that the offer delivered to Perrigo shareholders
is the best available opportunity for value creation, which is why
we believe no alternative has been or will be presented from a
third party. Further, we believe that our offer is superior to
Perrigo's so-called "base plus, plus, plus" strategy, given its
risks and uncertainties. We very much look forward to speaking with
Perrigo's shareholders in these final weeks and, with their
support, soon welcoming Perrigo, Omega and their employees to Mylan
in November."
Under the terms of Mylan's offer, Perrigo shareholders will
receive $75 in cash and 2.3 Mylan
ordinary shares for each Perrigo ordinary share. On September 14, 2015 Mylan officially commenced its
formal offer to acquire all outstanding ordinary shares of
Perrigo.
The offer is being made in accordance with Mylan's announcement
(dated April 24, 2015 and amended on
April 29, 2015 and on August 13, 2015) pursuant to Rule 2.5 of Irish
Takeover Rules that set forth Mylan's legally binding commitment to
commence an offer and the Offer to Exchange / Prospectus (being the
offer document for the purposes of the Irish Takeover Rules) dated
September 14, 2015. The offer and
withdrawal rights are scheduled to expire at 1:00 P.M. (Irish time)/8:00 A.M. (New York
City time) on November 13,
2015, unless the offer is extended with the consent of the
Irish Takeover Panel. The acceptance condition for the offer
requires greater than 50% of Perrigo ordinary shares to have been
tendered into the offer.
A copy of the Offer to Exchange/Prospectus and other related
materials have been mailed to Perrigo shareholders and the Offer to
Exchange/Prospectus is available at
perrigotransaction.mylan.com.
The dial-in number to access the call is 800.514.4861 or
678.809.2405 for international callers. To access the live webcast,
please log on to Mylan's website, mylan.com, at least 15 minutes
before the event is scheduled to begin to register and download or
install any necessary software. The presentation materials and
other materials related to Mylan's offer will also be available at
www.perrigotransaction.mylan.com.
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.
FORWARD-LOOKING STATEMENTS
This communication contains "forward-looking statements." Such
forward-looking statements may include, without limitation,
statements about the proposed acquisition of Perrigo Company plc
("Perrigo") by Mylan N.V. ("Mylan") (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 a compulsory
acquisition, whether Perrigo will cooperate with Mylan and whether
Mylan will be able to consummate the offer and a compulsory
acquisition, 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 or be required,
as a condition to obtaining regulatory approvals, to accept
conditions that could reduce the anticipated benefits of the offer;
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"); any
regulatory, legal, or other impediments to our ability to bring new
products to market; 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 ("GAAP") 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 Reports on Form 10-Q for the
quarters ended March 31, 2015 and
June 30, 2015 and our other filings
with the Securities and Exchange Commission ("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 on Form S-4 (which includes an offer to
exchange/prospectus and was declared effective on September 10, 2015, the "Registration Statement")
in connection with the Perrigo Proposal. 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.
RESPONSIBILITY STATEMENT
The directors of Mylan accept responsibility for the information
contained in this announcement, save that the only responsibility
accepted by the directors of Mylan in respect of the information in
this announcement relating to Perrigo, the Perrigo Group, the
Perrigo Board and the persons connected with them, which has been
compiled from published sources, has been to ensure that such
information has been correctly and fairly reproduced or presented
(and no steps have been taken by the directors of Mylan to verify
this information). 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 announcement 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 "Irish Takeover Rules"), if any
person is, or becomes, 'interested' (directly or indirectly) in, 1%
or more of any class of 'relevant securities' of 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 Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover 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 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 Irish Takeover
Rules, which can also be found on the Irish Takeover 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
Irish Takeover Panel's website at www.irishtakeoverpanel.ie or
contact the Irish Takeover 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 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 SEC (and anticipates filing further materials),
including, among other materials, the Registration Statement. In
connection with the Perrigo Proposal, Mylan also filed with the SEC
on September 14, 2015 a Tender Offer
Statement on Schedule TO, which includes the offer to
exchange/prospectus (the "Offer to Exchange/Prospectus), form of
letter of transmittal and other related offer documents.
Mylan has mailed the Offer to Exchange/Prospectus to Perrigo
shareholders in connection with the Perrigo Proposal. 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 Irish Takeover 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. Tysabri® is a registered trademark of Biogen MA
Inc.
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.
NON-GAAP FINANCIAL MEASURES
This communication includes the presentation and discussion of
certain financial information that differs from what is reported
under GAAP. Mylan's non-GAAP financial measures, including, but not
limited to, adjusted diluted earnings per share ("adjusted diluted
EPS"), are presented in order to supplement investors' and other
readers' understanding and assessment of Mylan's financial
performance. Mylan has also presented certain non-GAAP financial
measures for Perrigo, including, but not limited to, adjusted
diluted EPS and adjusted EBITDA, which have been taken from
published sources. Management uses non-GAAP financial measures
internally for forecasting, budgeting and measuring its operating
performance. In addition, primarily due to acquisitions, Mylan
believes that an evaluation of its ongoing operations (and
comparisons of its current operations with historical and future
operations) would be difficult if the disclosure of its financial
results were limited to financial measures prepared only in
accordance with GAAP. Also, Mylan has provided below
reconciliations of such non-GAAP financial measures to the most
directly comparable GAAP financial measures, other than Perrigo's
2015E adjusted diluted EPS company guidance and Thomson Reuters
consensus estimates of adjusted EBITDA which cannot be reconciled
as they are from a third party source. Mylan does not endorse or
adopt Thomson Reuters consensus estimates. Investors and other
readers are encouraged to review the related GAAP financial
measures and the reconciliations of the non-GAAP measures to their
most directly comparable GAAP measures, and investors and other
readers should consider non-GAAP measures only as supplements to,
not as substitutes for or as superior measures to, the measures of
financial performance prepared in accordance with GAAP.
Below is a reconciliation of forecasted GAAP net earnings and
GAAP diluted EPS for Mylan to Mylan's adjusted net earnings and
adjusted diluted EPS for the twelve months ended December 31, 2015.
The reconciliation below is based on management's estimate of
adjusted net earnings and adjusted diluted EPS for the twelve
months ending December 31, 2015. Mylan expects certain known
GAAP amounts for 2015, as presented in the reconciliation below.
Other GAAP charges, including those related to potential
litigation, asset impairments and restructuring programs that would
be excluded from the adjusted results are possible, but their
amounts are dependent on numerous factors that we currently cannot
ascertain with sufficient certainty or are presently unknown. These
GAAP charges are dependent upon future events and valuations that
have not yet occurred or been performed. The unaudited forecasted
amounts presented below are stated in millions, except for earnings
per share data:
Mylan N.V. and Subsidiaries
(Unaudited; USD
in millions, except per share amounts)
|
Twelve Months
Ended December 31, 2015
|
|
Lower
|
|
Upper
|
GAAP net earnings
attributable to Mylan N.V. and GAAP diluted EPS
|
$ 1,055
|
|
$ 2.11
|
|
$ 1,080
|
|
$ 2.16
|
Purchase accounting
related amortization
|
820
|
|
|
|
850
|
|
|
Interest expense,
primarily amortization of convertible debt discount
|
70
|
|
|
|
80
|
|
|
Non-cash accretion of
contingent consideration liability
|
35
|
|
|
|
40
|
|
|
Pre-tax loss of clean
energy investments
|
80
|
|
|
|
100
|
|
|
Litigation
settlements, net
|
17
|
|
|
|
17
|
|
|
Financing
related
|
35
|
|
|
|
40
|
|
|
Restructuring,
acquisition and other special items
|
325
|
|
|
|
375
|
|
|
Tax effect of the
above items and other income tax related items
|
(362)
|
|
|
|
(407)
|
|
|
Adjusted net earnings
attributable to Mylan N.V. and adjusted diluted EPS
|
$ 2,075
|
|
$ 4.15
|
|
$ 2,175
|
|
$ 4.35
|
Below is a statement of net sales attributable to Perrigo and
adjusted diluted EPS attributable to Perrigo for the twelve months
ended December 31, 2015 as presented
in Perrigo's investor presentation dated April 21, 2015 entitled "Perrigo Fiscal 2015
Third Quarter Earnings Slides":
Perrigo Company PLC
(Unaudited; USD
in million, except per share amounts)
|
Twelve Months
Ended December 31, 2015
|
|
Lower
|
|
Upper
|
Net sales
attributable to Perrigo
|
$ 5,400
|
|
$ 5,700
|
Adjusted diluted EPS
attributable to Perrigo (incl. Omega acquisition since March
closing)
|
$ 7.50
|
|
$ 8.00
|
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.
AVAILABILITY OF THE OFFER TO EXCHANGE/PROSPECTUS (OFFER
DOCUMENT)
A copy of the Offer to Exchange/Prospectus (being the offer
document for the purposes of the Irish Takeover Rules) is available
for inspection at the offices of Arthur
Cox, Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland.
[1] Multiple range based on Public Filings and Thomson Reuters
consensus estimates as of October 9,
2015, and assumes Mylan stock price as of October 9, 2015, Mylan's Average Share price as
of the last 30 trading days prior to October
9, 2015 and Mylan's stock price as of April 7, 2015, the day prior to the release of
the initial Rule 2.4 filing. Adjusted EBITDA is a non-GAAP
financial measure. Perrigo's Adjusted EBITDA reflects CY2015E
Perrigo adjusted EBITDA of $1.6bn per
Thomson Reuters consensus estimates as of April 7, 2015 and October
9, 2015. Mylan does not endorse or adopt Thomson Reuters
consensus estimates, which are used for illustrative purposes only.
Nothing in this statement is intended to be a profit forecast or a
target. Cash and debt as of latest Perrigo Annual Report on Form
10-K filed August 13, 2015 of
$0.8bn and $5.3bn, respectively. Assumes 147mm diluted
Perrigo shares outstanding.
[2] Hypothetical unaffected share price is based on the average
of three calculation methodologies: 1) Change in S&P
Pharmaceuticals Index since April 7,
2015 applied to Perrigo's April 7,
2015 stock price, 2) Change in Selected Peer 2016E P/E
Multiple since April 7, 2015 applied
to Perrigo's 2016E P/E multiple as of April
7, 2015 and 3) Change in Perrigo's Proxy Peers' 2016E P/E
Multiple since April 7, 2015 applied
to Perrigo's 2016E P/E multiple as of April
7, 2015. 2016E P/E multiple calculated as share price
divided by 2016E Thomson Reuters consensus estimate adjusted
diluted EPS as of October 9, 2015.
Selected Peer Average 2016E P/E Multiple based on average of
Thomson Reuters's current estimates for the 2016E P/E Multiple of
each relevant peer and multiplied by Thomson Reuters current
estimate of 2016E adjusted diluted EPS of $8.90 for Perrigo to give the hypothetical
unaffected share price. Selected peers consist of Valeant,
Mallinckrodt, Endo, Jazz, Teva, Akorn
and Mead Johnson. Perrigo's public Proxy Peers Average 2016E P/E
Multiple based on average of Thomson Reuters's current estimates
for the 2016E P/E Multiple of each relevant peer and multiplied by
Thomson Reuters current estimate of 2016E adjusted diluted EPS of
$8.90 for Perrigo to give the
hypothetical unaffected share price. Perrigo's Peers per Perrigo's
definitive proxy statement, filed September
25, 2015, and consist of Abbvie, Mallinckrodt, Actavis, Mead Johnson, Allergan,
Mylan, Bristol-Myers Squibb, Regeneron, Celgene, Cubist, Shire,
United Therapeutics, Endo, Valeant, Hospira, Zoetis, and Jazz
Pharmaceuticals. Excludes Allergan due to sale of generics business
to Teva as well as recently acquired Actavis, Cubist and
Hospira. Thomson Reuters consensus estimates as of October 9, 2015. Mylan does not endorse or adopt
Thomson Reuters consensus estimates, which are used for
illustrative purposes only. Nothing in this statement is intended
to be a profit forecast or a target. Adjusted diluted EPS is a
non-GAAP financial measure.
[3] Premium calculated as the difference between the value of
Mylan's offer for Perrigo of $173 per
Perrigo ordinary share on October 9,
2015 and Perrigo's average implied hypothetical unaffected
share price of $129 multiplied by
147mm of diluted Perrigo ordinary shares, also as of October 9, 2015. For further detail on the
computation of Perrigo's average implied hypothetical unaffected
share price please refer to footnote 2.
[4] Growth rates for organic revenues for Perrigo represent
year-on-year organic revenue growth on a fiscal year basis for
Perrigo based on Perrigo's organic revenue presented on Page 23 of
Perrigo's September 17, 2015 investor
presentation, entitled "Responding to Mylan's Inadequate Tender
Offer".
[5] Tysabri® royalty as a percentage of Perrigo's adjusted
diluted EPS assumes ~$314mm net income impact of Tysabri® in
CY2015. Net income impact calculated as post tax adjusted EBITDA
assuming 1% tax rate of Tysabri® and FY15 revenue contribution of
6% (per page 12 of Perrigo's investor presentation dated
September 17, 2015, titled
"Responding to Mylan's Inadequate Tender Offer") of
Tysabri® applied to CY15 revenue for Perrigo of $5,550 million based on midpoint of Perrigo's
guidance. Adjusted diluted EPS impact of Tysabri® is calculated
assuming the above mentioned net income impact divided by Perrigo's
2015 weighted average diluted share count of 144mm, per Perrigo's
guidance, resulting in $2.18 Tysabri
® impact per share. Percentage Tysabri ® impact on adjusted diluted
EPS assumes Perrigo standalone adjusted diluted EPS of $7.75 (midpoint of 2015E adjusted diluted EPS
company guidance). Adjusted diluted EPS is a non-GAAP financial
measure.
[6] Adjusted diluted EPS impact of Tysabri® on Pro-Forma
adjusted diluted EPS assumes Pro-Forma adjusted diluted EPS of the
combined company of $4.45 in CY2015.
Pro-Forma adjusted net income is calculated as the sum of the
following items: Mylan adjusted net income (based on Mylan's
adjusted diluted EPS of $4.25, based
on the midpoint of Mylan's 2015 guidance and Mylan's 2015 weighted
average diluted shares outstanding of 500mm, calculated based on
the midpoint of Mylan's 2015 adjusted net income and adjusted
diluted EPS guidance), Perrigo's adjusted net income (calculated as
Perrigo adjusted diluted EPS of $7.75
based on midpoint of Perrigo's guidance and Perrigo's weighted
average diluted shares outstanding of 144mm, per Perrigo's
guidance), 100% of anticipated run-rate after-tax operational
synergies of $650mm (assuming a tax rate of 19%) and post-tax
interest expense of $161mm (assuming a tax rate of 19%) for
illustrative purposes only. Interest expense assumes transaction
debt interest rate L+1.5% per bridge commitment and assumes 3-month
LIBOR of 0.2936%, Perrigo's debt is not refinanced and total
transaction debt amounts to $11.0
billion. Pro-Forma adjusted net income of $3,730mm is then divided by Pro-Forma weighted
average share count of 838mm, which equals the sum of Mylan
standalone's 2015 weighted average diluted shares outstanding and
Mylan ordinary shares expected to be issued to Perrigo shareholders
(2.3 times Perrigo's current diluted shares outstanding of 147mm as
of October 9, 2015), which equals
$4.45. Full run-rate synergies are
not expected to be realized until the end of year four following
the consummation of the offer. Mylan / Perrigo adjusted diluted EPS
assumes that Mylan acquires 100% of Perrigo ordinary shares in the
offer and that Mylan shareholders realize the benefit of all
synergies realized in the transaction. Adjusted diluted EPS is a
non-GAAP financial measure.
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SOURCE Mylan N.V.