Mylan has officially commenced its formal offer to acquire all outstanding ordinary shares of Perrigo Company plc.
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Under the terms of the offer, Perrigo shareholders will receive $75 in cash and 2.3 Mylan ordinary shares for each Perrigo ordinary share. Perrigo shareholders will own approximately 40% of the combined company upon completion of the transaction.
Mylan's executive chairman Robert J. Coury commented, "With the overwhelming support of Mylan shareholders, today we officially are taking our offer directly to the Perrigo shareholders.
"We are highly confident that the majority of Perrigo shareholders will support this full and compelling offer, particularly in the absence of any competing interest in this asset and the significant uncertainties, execution risk and lengthy timetable associated with Perrigo's standalone strategy.
"With just one transaction with Mylan, we are offering Perrigo shareholders immediate accretion to the value of their holdings, $75 in cash, and the ability to participate in the significant opportunities created by this combination, building on Mylan's impressive track record of success and delivering growth and value for shareholders over the long term.
"Further, the price we are offering Perrigo shareholders represents a generous multiple of approximately 19x based on Mylan's current share price, which is one of the highest multiples paid in our industry to date taking into account recent large transactions, and we believe this multiple fairly reflects the intrinsic value of Perrigo."
The offer is being made in accordance with Mylan's announcement (dated April 24, 2015 and amended on April 29, 2015 and on August 13, 2015) pursuant to Rule 2.5 of Irish Takeover Rules that set forth Mylan's legally binding commitment to commence an offer for the entire issued and to be issued share capital of Perrigo.
The offer and withdrawal rights are scheduled to expire at 1:00 P.M. (Irish time)/8:00 A.M. (New York City time) on November 13, 2015, unless the offer is extended with the consent of the Irish Takeover Panel.
The acceptance condition for the offer requires greater than 50% of Perrigo ordinary shares to have been tendered into the offer. ■