Drugmaker Mylan NV’s (NASDAQ: MYL) $26 billion hostile bid for Perrigo Co Plc (NYSE/TASE:PRGO) failed on Friday, putting an end to the ongoing saga, which started more than seven months ago.
Netherlands-based Mylan has made a number of attempts to buy Perrigo but was unsuccessful in securing at least half of Perrigo outstanding shares in a tender offer, which expired Friday, 8.00 a.m. ET.
Through Thursday’s close, Mylan’s stock had lost about 37 percent of its value since it made public its offer to acquire Perrigo on April 8. Changes to Mylan stock price account for part of the change in total deal value.
“As of 8:00 AM Eastern Time on November 13, 2015, 58,040,150 Perrigo ordinary shares, representing approximately 40 percent of outstanding Perrigo ordinary shares, were validly tendered in the offer. Accordingly, the acceptance condition to the offer, as outlined in the September 14, 2015 Offer to Exchange / Prospectus, has not been satisfied and the offer has lapsed in accordance with its terms. As the offer has lapsed, it is no longer capable of further acceptance and both Mylan and tendering Perrigo shareholders have ceased to be bound by prior acceptances,” said Mylan in a statement.
Mylan’s Executive Chairman Robert J. Coury commented, “As we have said all along, Mylan viewed Perrigo as a unique and exciting opportunity, but not one that was required for the future success of our company. With one of the strongest balance sheets in our industry, including a debt to adjusted EBITDA ratio of 2x, as well as our well-recognized prowess in identifying attractive external assets, we are well-positioned to quickly execute on the next strategic, value-enhancing opportunities for our business, some of which we have already identified. These potential external opportunities, coupled with the numerous exciting organic growth drivers we have cultivated and the powerful and differentiated global platform we have built, ensure we will remain a leader in our industry and that we are well-positioned to deliver continued growth in the near- and long-term.”
Mylan CEO Heather Bresch commented, “Mylan’s focused approach to organic and inorganic growth has delivered a 27% compound annual growth rate in adjusted diluted earnings per share (EPS) for shareholders since 2008, while strategically and consistently expanding our business. Our recent financial results continue to demonstrate the power of our standalone platform, with double digit-growth in our legacy business, as well as enhanced double-digit growth from the EPD business. With favorable dynamics for our EpiPen® Auto-Injector asset, along with promising future launches, the outlook for 2016 is very strong. Further, we continue to expect that this foundational strength of our business will allow us to deliver on our target of at least $6.00 in adjusted diluted EPS in 2018. We are confident that our relentless focus on operational excellence, our exciting internal growth opportunities and our meaningful participation in ongoing industry consolidation will position us for continued success well into the future.”
Following is a summary of key events, provided by Reuters, highlighting the course of the offer:
April 8, 2015: Mylan offers to buy Perrigo for about $29 billion in cash and stock in a move that some analysts suggested was an effort to help fend off a $40 billion acquisition by larger rival Teva Pharmaceuticals Industries
April 24, 2015: Mylan goes hostile with a sweetened bid of $60 plus 2.2 Mylan shares, valuing Perrigo at $31 billion; Perrigo rejects offer
April 29, 2015: Perrigo rejects Mylan’s second raised bid of $75 and 2.3 Mylan shares for every Perrigo share, or $34.1 billion
July 23, 2015: Dutch foundation linked to Mylan adopts poison pill in efforts to block takeover by Teva, citing potential job losses
July 27, 2015: Teva drops its hostile pursuit of Mylan, decides to buy Allergan Plc’s generic business in a deal worth $40.5 billion
Aug. 13, 2015: Mylan lowers the percentage of Perrigo shares it needs to control the company to just over 50 percent from its original plan of 80 percent
Sept. 14, 2015: Mylan launches a tender offer in a move to lure Perrigo investors to support its take-over efforts
Sept. 17, 2015: Perrigo recommends shareholders to reject Mylan’s tender offer, which was set to expire on Nov. 13, saying it substantially undervalued the company
Oct. 22, 2015: Perrigo announces its plans to lay off 6 percent of its global workforce and buy back shares worth $2 billion
Nov. 13, 2015: Mylan fails $26 billion bid in tender offer as it was unable to secure at least half of Perrigo’s shares (Summary compiled by Samantha Kareen Nair; Edited by Anil D’Silva)
Perrigo Company plc, a top five global over-the-counter (OTC) consumer goods and pharmaceutical company, offers consumers and customers high quality products at affordable prices. From its beginnings in 1887 as a packager of generic home remedies, Perrigo, headquartered in Ireland, has grown to become the world’s largest manufacturer of OTC products and supplier of infant formulas for the store brand market. The Company is also a leading provider of branded OTC products, generic extended topical prescription products and receives royalties from Multiple Sclerosis drug Tysabri. Perrigo provides “Quality Affordable Healthcare Products” across a wide variety of product categories and geographies primarily in North America, Europe, and Australia, as well as other key markets including Israel and China.
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. The company offers a portfolio of around 1,400 generic pharmaceuticals and several brand medications. In addition, it offers a wide range of antiretroviral therapies, upon which nearly 50% of HIV/AIDS patients in developing countries depend. Mylan also operates one of the largest active pharmaceutical ingredient manufacturers and currently markets products in about 145 countries and territories. It has a workforce of approximately 30,000 people.