Mylan said today that its $26 billion hostile acquisition offer for Perrigo had failed after the would-be buyer could not obtain approval from Perrigo shareholders holding at least 50% of the takeover target’s shares.
Approximately 40% of outstanding Perrigo ordinary shares (58,040,150) were validly tendered in Mylan’s tender offer by the 8 am ET deadline, Mylan and Perrigo said in separate statements.
Under Mylan’s offer, Perrigo shareholders would receive $75 in cash and 2.3 Mylan ordinary shares for each Perrigo ordinary share. Perrigo called Mylan’s offer inadequate, with Perrigo chairman and CEO Joseph C. Papa taking issue with Mylan’s corporate governance—questions Mylan sought to address by promising to allow shareholders of the combined company to vote on changes.
“We have said all along that this offer from Mylan was a bad deal for our shareholders, as it significantly undervalued our durable business model and industry-leading future growth prospects,” Papa said today in a Perrigo statement. “Now that the Mylan tender offer is behind us, we look forward to continuing to create significant value for our shareholders.”
Perrigo also stated that it will immediately begin a previously announced $2 billion repurchase of company shares, with plans to complete $500 million of the planned repurchase by the end of this year.
Mylan officially commenced its formal offer to acquire all outstanding ordinary shares of Perrigo on September 14. The defeat of the offer ends nearly seven months of efforts by Mylan to buy Perrigo, starting with a $28.9 billion offer in April that was immediately rejected by Perrigo.
Mylan’s top executives sought to position the company past Perrigo by saying the company’s future success won’t hinge on the rejection.
“Mylan viewed Perrigo as a unique and exciting opportunity, but not one that was required for the future success of our company,” Mylan's executive chairman Robert J. Coury said. “we are well-positioned to quickly execute on the next strategic, value-enhancing opportunities for our business, some of which we have already identified.”
Mylan CEO Heather Bresch cited the company’s 27% compound annual growth rate in adjusted diluted earnings per share (EPS) for shareholders since 2008, as well as recent financial results.
Excluding the impact of acquiring Abbott Laboratories’ non-U.S. developed markets specialty and branded generics (EPD) business, Mylan said adjusted total revenues increased during the third quarter 14% on a constant currency basis, reflecting what the company says is continued strength in its legacy business.
Mylan announced plans to acquire the EPD business for $5.3 billion last year. The deal was completed in February.
Bresch also cited “favorable dynamics” for Mylan’s EpiPen®(epinephrine) Auto-Injector for life-threatening allergic reactions—despite a 5% dip in third-quarter third-party net sales, to $437.8 million, primarily due to a lower selling price for EpiPen due to “competitive market conditions.”
However, Mylan still sees a bright future for EpiPen and several future launches, she said, adding: “The outlook for 2016 is very strong.”
