Tue, Sep. 22, 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.
Thu, Sep. 17, 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.
Tue, Sep. 8, 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."
Fri, Aug. 28, 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)
Fri, Aug. 28, 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)
Tue, Aug. 25, 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)
Fri, Aug. 14, 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.
Thu, Aug. 13, 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)
Thu, Aug. 13, 7:51 AM
- Via an amendment to its bridge credit agreement, Mylan N.V. (NASDAQ:MYL) formally lowers its acceptance condition for its bid for Perrigo (NYSE:PRGO) to greater than 50% of PRGO ordinary shares from not less than 80% of PRGO ordinary shares. This means that no further consent from Mylan's lenders is needed if at least 50% of the voting rights then exercisable are secured at Perrigo's general meeting of shareholders.
- Mylan Executive Chairman Robert Coury says, "Mylan remains fully committed to completing the acquisition of Perrigo and today's action even further demonstrates this commitment. We intend to launch our offer to acquire Perrigo's ordinary shares after we receive the approval of our shareholders at our upcoming extraordinary general meeting and we look forward to making this combination a reality in the coming months."
Thu, Aug. 6, 1:17 PM
- Mylan (MYL +0.5%) CEO Heather Bresch says that acquiring Perrigo (PRGO -1.8%) is "not a must" and it has other options should Perrigo prevail in fending off its hostile offer. "We've been actively looking at many targets out there" she said in a conference call with analysts.
- Ms. Bresch affirmed that Perrigo remains Mylan's top priority, though. If successful, it would pick up over-the-counter consumer products, generic topical medicines and animal health treatments. Mylan's shareholders will vote on the combination in the next several weeks.
Mon, Jul. 27, 7:09 AM
- Mylan (NASDAQ:MYL) drops 12% premarket on increased volume in response to Teva's (NYSE:TEVA) $40.5B deal for Allergan's (NYSE:AGN) generics business, dashing investors' hopes that it would pursue its hostile bid for Mylan.
- In a statement, Mylan reaffirms its interest in Perrigo. A vote on the combination by Mylan shareholders is expected to happen in the next few weeks.
Mon, Jul. 27, 5:19 AM
- Teva Pharmaceuticals (NYSE:TEVA) has agreed to buy the generic-drug business of Allergan (NYSE:AGN) for about $40.5B in cash and stock, ending its effort to acquire rival Mylan (NASDAQ:MYL).
- Allergan will receive $33.75B in cash and shares in Teva valued at $6.75B, giving it a 10% stake in the enlarged company.
- The acquisition further extends a wave of mergers that has swept over the healthcare industry. Pharmaceutical deals so far this year have topped $180B, on pace to beat the $200B announced in 2014.
- TEVA +12.1% premarket
Sun, Jul. 26, 6:37 AM
- Teva Pharmaceuticals (NYSE:TEVA) is in advanced talks to buy Allergan's (NYSE:AGN) generic drug business following an unsuccessful effort to acquire Mylan (NASDAQ:MYL), WSJ reports.
- A deal for the business, valued at about $45B, could be announced as early as Monday and would extend the recent wave of mergers that has swept over the healthcare industry.
- Previously: Bloomberg: Allergan thinking of selling/spinning off generics business (Jul. 24 2015)
Thu, Jul. 23, 1:06 PM
- An independent Dutch foundation, Stichting Preferred Shares Mylan, exercises its call option allowing it to purchase 50% of Mylan's (MYL -1.4%) shares, giving it temporary control of half the company. The call option (i.e., poison pill), a common feature in Netherlands-based foundations, is a mechanism by which these groups can block unwelcome bids like the one from Teva Pharmaceutical Industries (TEVA). According to Stichting, it is acting to "safeguard Mylan's stakeholder interests." Mylan rejected Teva's $40B offer in April.
- In a statement, Teva said it has the power to challenge to foundation's action in court and that it would "take the necessary actions at the appropriate time."
Mon, Jul. 6, 12:25 PM
Fri, Jun. 19, 10:42 AM
- Teva Pharmaceutical Industries (TEVA +0.2%) completes its accumulation of a 4.61% stake on Mylan N.V. (MYL -0.3%) which enables Teva to commence proceedings before the Dutch Enterprise Chamber, should it become necessary.
- In addition, Teva commits to limit its stake to less than 5% if Mylan holds its shareholders meeting no later than August 31.
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