Mylan N.V. has made a proposal to acquire Perrigo Company plc in a cash-and-stock transaction. 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 per cent premium to the Perrigo trading price as of the close of business on Friday, April 3, 2015.
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.
Robert J Coury, executive chairman of Mylan, 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."
The proposal is subject to the pre-condition of confirmatory due diligence, which pre-condition may be waived by Mylan at its discretion. This 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 if and when appropriate.
Mylan said that our proposed transaction will also results in a combined company with a very strong financial profile, including, approximately $15.3 billion in 2014 pro forma sales, substantial free cash flows driving rapid deleveraging and enhanced reinvestment into the business, compelling synergies resulting in operating margin expansion and EPS accretion, scope for meaningful revenue synergies given the strength of the combined business, rich pipeline of launches, and opportunities to mean more to our customers across business lines, a much stronger, larger and more diverse platform to create enhanced and more predictable earnings growth; and greater opportunities for continued growth through strategic acquisitions.
Mylan has retained Goldman Sachs as financial advisors and Cravath, Swaine & Moore as legal advisors to assist us in completing this transaction.