Perrigo CEO: Mylan is desperate and has poor corporate governance
The offer is $75 per share in cash and 2.3 Mylan ordinary shares for each ordinary Perrigo share.
The ISS report says, "Approving this proposal requires too heavy a belief that the 'real' synergistic opportunity is much greater than Mylan has been able to demonstrate, that these synergistic opportunities will be realized much more quickly than Mylan has been willing to say, that the acquisition can be completed at a price even Mylan appears to have signaled is unlikely to win over the requisite 80% of Perrigo shareholders, and that an acquisition will be completed much more quickly and smoothly than the structural issues suggest is likely."
Commenting on the ISS report, Perrigo chairman, president and CEO Joseph C. Papa stated, "The ISS recommendation is consistent with our view that Mylan's offer would be value destructive and that Perrigo and Mylan holders alike should not support this transaction.
"As we have said since April, Mylan's offer substantially undervalues Perrigo and is not in the best interests of our shareholders. Following Mylan's action to recklessly lower the acceptance threshold, which makes an already value destructive deal even worse, this transaction exposes shareholders to dilution, enhanced risk and a questionable synergy target."
"The report also underscores Mylan's poor corporate governance track record. Ultimately, we do not believe that Perrigo shareholders will tender into this transaction — whether at 80% or 50% - and ISS's recommendation only further reinforces our view that Mylan's approach demonstrates an act of desperation as there is no rational path to a full acquisition of Perrigo." ■