Mylan shareholders approve proposed acquisition of Perrigo

Mylan’s shareholders have approved its proposed acquisition of Perrigo and the related issuance of Mylan ordinary shares to Perrigo’s shareholders at an extraordinary general meeting of shareholders held today.

The transaction received the approval of two-thirds of the votes cast at the extraordinary general meeting. In addition, the transaction received support from more than a majority of all outstanding ordinary shares.

Mylan’s Executive Chairman Robert J. Coury commented, “We sincerely appreciate our shareholders’ overwhelming support of this transaction, as well as their support of Mylan’s ongoing strategy. 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.”

Mylan offer “substantially undervalues” Perrigo

Commenting on the Mylan shareholder vote, Joseph C. Papa, Chariman, President and CEO of Perrigo, said, “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. The offer also would subject Perrigo shareholders to Mylan’s highly troubling governance approach and serious risks related to Mylan’s lowered 50%+ acceptance condition. Investors, rating agencies, and leading proxy advisory services have noted that the lowered threshold would make any synergy targets more difficult to achieve, raise integration and execution risk and add additional downward pressure on Mylan’s credit rating.”

Mr. Papa continued, “Perrigo’s experienced management team has an outstanding record for creating value, generating total shareholder return of more than 970 percent since 2007. We  remain focused on our ‘Base Plus Plus Plus’ growth strategy – realising an organic net sales CAGR goal of 5-10% over the next three years, compelling upside from $29 billion in prescription to OTC switches, attractive M&A opportunities that we believe will have a multiplier effect on earnings and cash flow generation, and sizable potential new indications for Tysabri®. The entire Perrigo Board and management team are confident that, through continued successful execution of this growth strategy, and considering other opportunities that may be available to us over time, we will continue to create superior value well in excess of Mylan’s offer, and with less risk. We are confident that the majority of Perrigo shareholders will not tender their shares to Mylan.”