Mylan Responds to Perrigo's "Misleading Statements"

August 26, 2015

August 26, 2015.

Mylan N.V. (Canonsburg, PA) commented yesterday on "misleading statements" made by Perrigo Company (Dublin, Ireland) in relation to Mylan's offer to acquire Perrigo.    Mylan's Executive Chairman Robert J. Coury said: "Perrigo continues to make misleading comments with regard to Mylan's offer to acquire Perrigo-comments which have unfortunately been inaccurately repeated by other third parties. The Irish Takeover Panel today has issued a formal statement noting in detail the inaccuracies in Perrigo's public commentary."   Regarding comments made by Perrigo on August 13, 2015, The Irish Takeover Panel ruled that the statement "Mylan already proposed a dilutive deal that substantially undervalues Perrigo" breached Rule 19.3(a) as it was unclear that the term "dilutive" described the effect on Mylan shareholders.   The Panel ruled that the statements "today's announcement makes it even worse" and "Under Irish law, this structure all but guarantees that the promised synergy realization will fail" breached Rule 19.3(a), as merely dropping the acceptance condition to greater than 50% does not of itself mean that Mylan will not acquire 80% of the outstanding Perrigo shares pursuant to its offer without any consequential effects on Mylan's projected synergies.   The Panel also ruled that the statement "we are confident that there is no rational path to a full acquisition of Perrigo" breached Rule 19.3(a) as the lowering of the acceptance condition to greater than 50% does not of itself mean that Mylan will not acquire 80% of the outstanding Perrigo shares pursuant to its offer.   Coury added: "We are grateful for the support of the many Perrigo shareholders we have spoken to ... over the past several weeks ... As previously stated, we intend to launch our offer to acquire Perrigo's ordinary shares after we receive the approval of Mylan shareholders at our upcoming extraordinary general meeting..."    

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