• Mylan’s $205 per share offer is at a premium of 24.5 percent to Perrigo’s Tuesday close
  • Combination Would Create Global Pharmaceutical Leader with a Unique Profile and a Broad and Diverse Portfolio Across Branded, Generic and OTC Products; a Powerful Commercial Platform Reaching All Customer Channels; and an Exceptional, High Quality Operating Platform
  • Cash-and-Stock Proposal Delivers Significant, Immediate Value to Perrigo Shareholders, Plus Participation in Long-Term Growth Opportunities Created by Combined Company
  • Transaction to Generate Significant Operating Synergies, Expand Operating Margins and Result in Meaningful EPS Accretion

Mylan N.V. (NASDAQ: MYL) today announced that Mylan has made a proposal to acquire Perrigo Company plc (NYSE; TASE: PRGO) in a cash-and-stock transaction that would create a diversified, global pharmaceutical leader with an unmatched commercial and operating platform and a unique, one-of-a-kind profile. The combination of these highly complementary businesses would produce a company with critical mass in specialty brands, generics, over-the-counter (OTC) and nutritional products; a powerful commercial platform with reach across all customer channels; an exceptional high-quality operating platform; and opportunities to generate enhanced growth and deliver significant immediate and long-term value and benefits for shareholders and the other stakeholders of both companies.

Under the terms of the non-binding proposal, which was delivered to Perrigo’s Chairman on April 6, 2015, Perrigo shareholders would receive $205 in a combination of cash and Mylan stock for each Perrigo share, which represents a greater than 25% premium to the Perrigo trading price as of the close of business on Friday, April 3, 2015 (the last trading date prior to the date of Mylan’s proposal), a greater than 29% premium to Perrigo’s sixty-day average share price and a greater than 28% premium to Perrigo’s ninety-day average share price.

Mylan’s Executive Chairman Robert J. Coury commented, “This proposal is the culmination of a number of prior discussions between Mylan and Perrigo about the compelling strategic and financial logic of this combination. This combination would result in meaningful immediate and long-term value creation, and our proposal is designed to deliver that value to shareholders and other stakeholders of both companies. We have great respect for Perrigo’s board and management team and what they have built. We look forward in the weeks ahead to working with them to capitalize on this tremendous opportunity and working together to create a unique leader with a one-of-a-kind profile in our industry.”

Mylan’s proposal is subject to the pre-condition of confirmatory due diligence, which pre-condition may be waived by Mylan at its discretion. Mylan’s announcement is not an announcement of a firm intention to make an offer under rule 2.5 of the Irish Takeover Panel Act, 1997, Takeover Rules 2013 and there can be no certainty that an offer will be made, even if the due diligence pre-condition is satisfied or waived. A further statement will be made by Mylan if and when appropriate.

Mylan

Mylan N.V. is a global pharmaceutical company founded in 1961, and is headquartered in Potters Bar, Hertfordshire, United Kingdom.

“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 approximately 40% 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,” says Mylan.

Mylan develops, licenses, manufactures, markets, and distributes generic, branded generic, and specialty pharmaceuticals worldwide. The company provides generic or branded generic pharmaceutical products in tablet, capsule, injectable, or transdermal patch forms, as well as active pharmaceutical ingredients (APIs). It is also involved in the development of APIs with non-infringing processes for internal use and to partner with manufacturers; and the manufacture and sale of injectable products in antineoplastics, anti-infectives, anesthesia/pain management, and cardiovascular therapeutic areas. In addition, the company produces finished dosage form (FDF) products for the antiretroviral (ARV) market and non-ARV FDF products that are marketed to third parties. It offers generic pharmaceutical products to proprietary and ethical pharmaceutical wholesalers and distributors, group purchasing organizations, drug store chains, independent pharmacies, drug manufacturers, institutions, and public and governmental agencies.

Further, the company manufactures and sells branded specialty injectable and nebulized products comprising EpiPen Auto-Injector to treat severe allergic reactions; Perforomist Inhalation Solution, a formoterol fumarate inhalation solution for the maintenance treatment of bronchoconstriction in chronic obstructive pulmonary disorder patients; and ULTIVA, an analgesic agent used during the induction and maintenance of general anesthesia for inpatient and outpatient procedures. It sells specialty pharmaceuticals to pharmaceutical wholesalers and distributors, pharmacies, and healthcare institutions.

Perrigo

Perrigo Company plc, through its subsidiaries, develops, manufactures, and distributes over-the-counter (OTC) and generic prescription (Rx) pharmaceuticals, nutritional products, and active pharmaceutical ingredients (API).

Perrigo was founded in 1887 and is headquartered in Dublin, Ireland. The company’s shares are traded on the NYSE and the Tel Aviv Stock Exchange; as a result of the merger with Agis Industries the company is a constituent of the TA-25 Index. Perrigo is the only non-Israeli company on the TA-25.

Perrigo offers its products primarily in the United States, the United Kingdom, Mexico, Israel, and Australia, as well as in Canada, China, and Latin America.

Its Consumer Healthcare segment offers OTC pharmaceutical products in the areas of analgesics, cough/cold/allergy/sinus, gastrointestinal, smoking cessation, and animal health products, as well as in the areas of feminine hygiene, diabetes care, and dermatological care; and contract manufacturing services.

Perrigo’’s Nutritionals segment offers infant and toddler formula products, infant and toddler foods, as well as vitamins, minerals, and dietary supplement products to retailers, distributors, and consumers. Its Rx Pharmaceuticals segment develops, manufactures and markets a portfolio of Rx drugs in topical dosage forms, such as creams, ointments, lotions, gels, shampoos, foams, suppositories, sprays, liquids, suspensions, solutions, and powders, as well as controlled substances, injectables, hormones, oral solid dosage forms, and oral liquid formulations. This segment provides its products to chain drug stores, wholesalers, distributors, hospital systems, and group purchasing organizations.

Perrigo’’s API segment develops, manufactures, and markets API that are used in the production of pharmaceutical products to generic drug industries and branded pharmaceutical companies. Its Specialty Sciences segment provides Tysabri, which is used for the treatment of Multiple Sclerosis; and Prialt, a non-narcotic intrathecal analgesic. The company also offers pharmaceutical and medical diagnostic products.

Perrigo Israel Pharmaceuticals Limited develops, manufactures, and markets generic pharmaceuticals, pharmaceutical ingredients, dermatological products, over-the-counter pharmaceuticals, and consumer products. It imports, markets, sells, and distributes prescription and OTC products, diagnostics, and medical devices in Israel. The company offers active pharmaceutical ingredients and finished dosage forms for the branded and generic pharmaceutical industries, as well as provides nutritional products. It also offers cosmetics and toiletry products, such as face and body care, skin care, spa lines, makeup, hair care, perfume, sun protection, laundry and household detergents, shampoos and conditioners, clothes softeners, cleaners, laundry powder, dishwasher soap, and liquid cleansers. The company offers its products through a chain of stores in Israel and internationally. The company was formerly known as Agis Industries (1983) Ltd. and changed its name to Perrigo Israel Pharmaceuticals Limited in March 2005. The company was founded in 1961 and is headquartered in Bnei Brak, Israel. It has manufacturing facilities in Israel, Germany, and the United States. Perrigo Israel Pharmaceuticals Limited operates as a subsidiary of Perrigo Company plc.

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