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Nov. 20, 2015, 9:40 AM
- Mylan (MYL -1.4%) finalizes its acquisition of certain women's healthcare businesses from Mumbai, India-based Famy Care Limited, which will operate as Jai Pharma. The deal includes dedicated hormone manufacturing in addition to a broad portfolio of products. The company will also take on 1,000 employees.
- The transaction will be immediately accretive to Mylan's non-GAAP EPS.
Nov. 13, 2015, 9:44 AM
- Perrigo (PRGO -6.9%) confirms that Mylan (MYL +10.6%) failed to gain tender commitments for at least half of Perrigo's shares in its bid for the company. As of the deadline this morning at 8:00 am ET, less than 40% of PRGO stockholders had tendered shares.
- Chairman & CEO Joseph Papa says, "We have said all along that this offer from Mylan was a bad deal for our shareholders, as its significantly undervalued our durable business model and industry-leading future growth prospects. Strong organic growth, a disciplined approach to M&A and transparent, accessible corporate governance policies are the foundation of our successful business strategy. I am delighted that Perrigo shareholders voiced their clear support for this management team and our long-term strategy, highlighted by our "Base Plus Plus Plus" growth model. Now that the Mylan tender offer is behind us, we look forward to continuing to create significant value for our shareholders. Our confidence in Perrigo's compelling near- and longer-term growth prospects and our steadfast commitment to delivering returns to shareholders remain unchanged. Even with all the distractions over the past seven months, our unrivaled team has executed our strategy and continued our commitment to delivering Quality Affordable Healthcare Products to customers and patients across the globe."
- The company will immediately begin its previously announced $2B stock repurchase program with a buy back of $500M by year end.
Nov. 13, 2015, 7:54 AM
- To no one's surprise, it appears that Mylan (NASDAQ:MYL) will come up short in its effort to get Perrigo (NYSE:PRGO) stockholders to tender at least 50% of the company's outstanding shares by this morning. The deal was $75 in cash plus 2.3 MYL shares for each PRGO share. Based on yesterday's closing prices, Mylan's bid is valued at $174.36, a modest 11.4% premium over Perrigo's closing price of $156.55.
- PRGO shareholders appear to agree that Mylan's bid was too low.
- In premarket trading, MYL is up 11% and PRGO is down 11%, both on robust volume.
Nov. 3, 2015, 6:52 PM
- The U.S. Federal Trade Commission (FTC) clears Mylan's (NASDAQ:MYL) proposed acquisition of Perrigo (NYSE:PRGO) subject to Mylan divesting certain products following the close of the deal. The FTC's action is the final regulatory hurdle needed by Mylan to close the transaction.
- There is a bit of work remaining, though, since Perrigo has repeatedly stated that Mylan's offer of $75 per share plus 2.3 shares of MYL for each PRGO share is grossly inadequate. It continues to urge its stockholders not to tender shares. The deadline to do so is 8:00 am ET on November 13.
Oct. 30, 2015, 5:19 PM
- Mylan (MYL -3.7%), down 0.2% after hours, says in its 10-Q filing that on Sept. 10, it got a subpoena from the SEC "seeking documents with regard to certain related party matters."
- "Mylan is cooperating with the SEC in its investigation, and we are unable to predict the outcome of this matter at this time," the company says of the subpoena.
- Mylan issued a Friday night document dump related to its hostile Perrigo (PRGO -4.9%) bid.
- Perrigo reacted predictably to Mylan's latest earnings presentation, again calling the offer "grossly inadequate" and saying the presentation appeared "PRGO)+Comments+on+Mylan+(NASDAQ:MYL)+Presentation%3B+Says+it+Appeared+Unconvincing/11020465.html" target="_blank">unconvincing." Perrigo still strongly recommends its shareholders avoid tendering into Mylan's deal.
- "Mylan is avoiding the real measures that shareholders look to, such as actual takeover premiums and Perrigo's durable high trading multiple, and instead invents new concepts – such as 'hypothetical' share prices and 'accretion' to target shareholders," Perrigo's statement read.
- Previously: Perrigo strikes out with NY court in attempt to block Mylan bid (Oct. 30 2015)
- Previously: Mylan fails to impress analysts on the merits of its bid for Perrigo (Oct. 14 2015)
Oct. 30, 2015, 8:39 AM
- The U.S. District Court for the Southern District of New York denies Perrigo's (NYSE:PRGO) motion for a preliminary injunction to block Mylan's (NASDAQ:MYL) hostile takeover bid, ruling that Mylan had provided adequate public disclosures regarding the synergies expected from the combination of two firms. It also ruled that Mylan's disclosures pertaining to its plan to delist Perrigo from the NYSE and TASE as soon as practicable following the merger were appropriate.
- Mylan's offer is $75 plus 2.3 MYL shares for each PRGO share. Based on yesterday's closing for MYL, the offer is valued at $180.29, less than a 9% premium over PRGO's closing price of $165.81.
Oct. 14, 2015, 1:09 PM
- Mylan (MYL +1.4%) executives did their best to sell the merits of the company's hostile bid for Perrigo (PRGO +1.2%) but some analysts were not inspired.
- RBC's Randall Stanicky thinks Mylan's rationale "falls short on several points." In particular, he cites Mylan's assertion that Perrigo's "unaffected" stock price is ~$129 (currently exchanging hands at $160) implying a 13x P/E (2017).
- Jeffries' David Steinberg states that "although some of Mylan's arguments were thoughtfully presented...most failed to resonate...we continue to see lackluster financial/strategic benefits for Perrigo and Mylan's presentation ultimately failed to convince us that tendering would be the right move for fundamentally focused PRGO investors." Adding, "...we believe Mylan's analysis conspicuously overlooks the meager share price premium being offered - particularly since we're not sure we agree with Mylan's calculation of Perrigo's "unaffected" share price."
- Leerink's Jason Gerberry cites "several deal uncertainties that were not addressed" in the presentation, specifically how Mylan expects to achieve the cost synergy target of $800M and whether Mylan has the support of 80% of Perrigo shareholders considering that merger arbs own as much as 25% of PRGO per recent 13-F filings. He also cites the disagreement between the companies regarding Irish takeover law and the inability of his group to find any statutory provisions that support Mylan's view on the issue.
- Mylan's most recent bid for Perrigo was $75 per share in cash plus 2.3 shares of MYL for each PRGO share. Based on a recent price for MYL, the value of the offer is $171.60, representing a premium of only 7% for PRGO shareholders.
Oct. 13, 2015, 4:39 PM
Sep. 22, 2015, 7:06 PM
- Drugmaker Mylan (MYL -3.1%) -- in the middle of a contentious hostile pursuit of Perrigo (PRGO -1.6%) -- has countersued Perrigo over "serious misstatements" it's made about the $27B tender.
- Those statements were in the lawsuit that Perrigo filed last Thursday, which sought to block any tender offer unless Mylan corrected its misleading statements about the merger.
- Since an April 8 bid, Perrigo stock is down 10.3%; Mylan is down 29.6% over the same period. Shares of both companies are flat in after-hours action.
Sep. 17, 2015, 7:05 AM
- As expected, Perrigo's (NYSE:PRGO) Board of Directors unanimously determines that Mylan's (NASDAQ:MYL) $27.1B bid for the company is inadequate and substantially undervalues the company. In a letter to shareholders, President, CEO & Chairman Joseph Papa urges them not to tender shares.
- Perrigo will host a conference call this morning at 8:00 am ET to discuss the situation.
Sep. 8, 2015, 11:49 AM
- Mylan N.V. (MYL +0.5%) intends to start its $27.1B hostile takeover of Perrigo (PRGO +1.3%) on Monday, September 14 when it will ask the latter's shareholders to accept the proposal that management rejected.
- Mylan's offer is $75 in cash plus 2.3 MYL shares for each PRGO share, which values the deal at $185.52 per share or a 2.6% premium to this morning's price of $180.90.
- Mylan Chairman Robert Coury says, "We are confident that Perrigo shareholders see that our offer provides superior immediate value as well as long-term, sustainable value creation."
Aug. 28, 2015, 8:36 AM
- Perrigo (NYSE:PRGO) is confident its shareholders will reject Mylan's (NASDAQ:MYL) planned unsolicited offer to acquire the company.
- "We are confident that most of them [shareholders] believe that Mylan's offer substantially undervalues Perrigo and would dilute our growth profile and superior valuation," Perrigo CEO Joseph Papa said.
- Mylan intends to launch a formal offer to Perrigo shareholders in the coming weeks.
- Previously: Mylan shareholders support acquisition of Perrigo (Aug. 28 2015)
Aug. 28, 2015, 8:03 AM
- Mylan (NASDAQ:MYL) shareholders have overwhelmingly approved the proposed acquisition of Perrigo (NYSE:PRGO) and the related issuance of common stock to the latter's shareholders.
- Mylan now intends to launch a formal offer to Perrigo shareholders in the coming weeks.
- Previously: Mylan's vote on Perrigo approaches (Aug. 28 2015)
Aug. 25, 2015, 3:57 PM
- Generic drugmaker Mylan's (NASDAQ:MYL) $35.1B hostile offer for Perrigo (NYSE:PRGO) is staying fairly hostile, as Perrigo chief Joseph Papa wrote shareholders today charging Mylan with threatening to delist Dublin-based Perrigo, from “every stock exchange, even if 49 percent of our holders say no to its offer."
- He's still highly negative about Mylan's change to acceptance conditions for the deal, to a 50% threshold from the previous 80%.
- Parts of Papa's statement may have misled shareholders or the market, in violation of rules, the Irish Takeover Panel says. Mylan responded with a statement calling Perrigo's comments "misleading."
- Separately, Mylan has launched a generic form of Pfizer's anti-infection injection Zosyn in the U.S., and noted that the Patent and Trademark Office has opened a review of the validity of two Copaxone patents licensed to Teva. Mylan sees its generic version of the multiple sclerosis treatment as "an exciting first-to-file opportunity."
- Previously: Shareholder vote advisor recommends Mylan investors nix Perrigo deal (Aug. 14 2015)
- Previously: Perrigo less than thrilled with Mylan's threshold-lowering maneuver (Aug. 13 2015)
Aug. 14, 2015, 9:08 AM
- Saying the deal faces too many hurdles, influential shareholder vote advisor Institutional Shareholder Services (ISS) recommends that Mylan (NASDAQ:MYL) stockholders vote against the company's bid for Perrigo (NYSE:PRGO).
- In a report issued today, ISS cites "unreasonable uncertainties" that PRGO shareholders will reject the offer (not surprising), not least because the current value of Mylan's stock-and-cash bid is now worth only $200 compared to $232 when it was announced.
- Mylan shareholders are scheduled to vote on the deal on August 28.
Aug. 13, 2015, 2:08 PM
- Perrigo (PRGO +3.3%) Chairman, President & CEO Joseph Papa has a low opinion of Mylan's (MYL -1.2%) lowering of the acceptance condition for its bid to "greater than 50%" of PRGO voting shares instead of the original "not less than 80%."
- He says, "Mylan already proposed a dilutive deal that substantially undervalues Perrigo; today's announcement makes it even worse. This scare tactic is simply an attempt to coerce Perrigo shareholders into a value destructive deal. We don't believe Perrigo shareholders will tender into this transaction at any threshold and we are confident that there is no rational path to a full acquisition of Perrigo. This move is an obvious sign of desperation that would have profoundly negative effects for shareholders, debt holders, customers and employees of both Perrigo and Mylan. Under Irish law, this structure all but guarantees that the promised synergy realization will fail and it would create material credit and equity risk for both companies, none of which Mylan has detailed to its own shareholders or ours. This reckless action runs contrary to the best interests of both Perrigo and Mylan shareholders, taking a value destructive threshold and making it materially worse when Mylan fails to achieve the 80% threshold necessary for consolidation. This is yet another example of Mylan's leadership disregarding their fiduciary responsibilities to represent the best interests of shareholders."
- The term "hostile takeover" seems particularly apt here.
- Previously: Mylan lowers acceptance condition on Perrigo bid to greater than 50% (Aug. 13)
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