Perrigo: Mylan's poor governance practices are legendary
"Because recent events have only increased our concerns over Mylan's poor governance practices and paltry record of honest communication with shareholders, we urge you as a shareholder to protect your right to have a voice in how your company is managed by taking NO ACTION and REJECTING the offer from Mylan.
"Mylan's poor governance practices are legendary. Examples include Mylan's CEO stating that the U.S. is "too shareholder centric," Mylan consistently receiving the worst possible governance score from ISS, a leading independent proxy advisory firm, and Mylan using an extreme governance structure to reject Teva's attractive offer and destroy potentially $19 billion in shareholder value. And this poor practice continues.
"Just less than 10 days ago, on Friday October 30, 2015, shareholders and media alike learned that Mylan is being investigated by the Securities and Exchange Commission for dubious land transactions between Mylan and its vice chairman, lead "independent" director and compensation committee chief, Rodney Piatt.
According to a July 2015 article in The Wall Street Journal, Mr. Piatt, sold land to a business partner's firm for just $1. One day later, Mylan purchased the land for $2.9 million from that same partner's firm, and the partner reimbursed Mr. Piatt for an undisclosed amount.
"Not only did Mylan wait a full seven weeks to make any disclosure about this SEC subpoena, but it buried the disclosure in a footnote on Page 53 of a Friday-afternoon filing that never explained the specific subject of the SEC's inquiry. Shareholders deserve better.
"The conditional and vague nature of Mylan's announcement demonstrates its motivations and true beliefs on governance. It is a desperate tactic, not a core governance belief," the company said, among other things, in its letter. ■