Dublin-based Perrigo has rejected a second unsolicited offer from Mylan to acquire all outstanding shares of Perrigo for $60 per share in cash and 2.2 Mylan ordinary shares for each ordinary Perrigo share. Mylan is seeking to ward off an unsolicited offer from Israel-based Teva.
Mylan’s new bid for Perrigo is worth about $33 billion. Perrigo rejected the previous $29 billion offer last week, the same day Teva offered to acquire Mylan for $40 billion.
Perrigo’s board said Mylan's proposals significantly undervalued the company and its future growth prospects and were not in the best interests of its shareholders. It said the new offer proposed a price that is actually lower than the previously rejected proposal, since Mylan’s shares have received a boost since Teva made its bid for the company.
Perrigo strongly advised shareholders to take no action in relation to the offer.
Mylan also commenced a formal tender offer, as required under Irish takeover law, and said the offer was fully financed.
Mylan's executive chairman Robert J. Coury, said, "We are taking this next critically important step, which begins the clock under the rigid timeframe set by the Irish Takeover Rules, in order to continue to ensure clarity and certainty around our intentions for investors, particularly in light of the strong market reaction to this combination and demands from investors for us to take this step. Additionally, we also have made a ‘hell or high water’ commitment to obtain U.S. antitrust clearance. All of this further underscores our confidence in, and commitment to, completing this transaction in the timeliest manner possible.”
Perrigo, in a statement, said, “The board previously concluded that Mylan’s unsolicited proposal of $205 per share significantly undervalued the company and its future growth prospects and was not in the best interests of Perrigo’s shareholders. Based on Mylan’s unaffected price of $55.31 per share on March 10, 2015, the last day of trading prior to widespread public speculation that Teva was considering an offer for Mylan, the value of the offer is $181.67 per Perrigo share.”
Before the second rejection, Coury said in a statement, “While we are disappointed by the decision of the Perrigo board to reject our proposal without entering into discussions thus far, we are still hopeful and confident that we can engage with their board about our offer and how to best bring our organizations together.”
Mylan said it expected $800 million in annual savings from a combination with Perrigo.
Perrigo is a global over-the-counter (OTC) consumer goods and pharma company. It manufactures OTC products and supplies infant formulas for the store brand market. It also provides generic extended topical prescription products and receives royalties from Multiple Sclerosis drug Tysabri.
Mylan is a global pharma company with a portfolio of 1,400 generic pharmaceuticals, several brand medications and a range of antiretroviral therapies. It is a large active pharmaceutical ingredient manufacturer and currently market products in about 145 countries and territories, with a workforce of 30,000.