Irish Takeover Panel Announcement
Perrigo Company plc (“Perrigo”)
The Irish Takeover Panel (“the Panel”) is making this announcement in relation to certain statements referred to below which were contained in an announcement made by Perrigo on 13 August 2015 as the Panel ruled inter alia that such statements may mislead shareholders and the market or may create uncertainty contrary to Rule 19.3(a) of the Irish Takeover Panel Act 1997, Takeover Rules, 2013.
- The Panel ruled that the statement “Mylan already proposed a dilutive deal that substantially undervalues Perrigo” breached Rule 19.3(a) as it was unclear that the term “dilutive” described the effect on Mylan shareholders as Mylan currently expects its proposed offer would be dilutive to its adjusted annual earnings per share for the first three years only following consummation of the offer and compulsory acquisition.
- The Panel ruled that the statements “today’s announcement makes it even worse”; “Under Irish law, this structure all but guarantees that the promised synergy realization will fail” breached Rule 19.3(a) as merely dropping the acceptance condition to greater than 50% does not of itself mean that Mylan will not acquire 80% of the outstanding Perrigo shares pursuant to its offer without any consequential effects on Mylan’s projected synergies.
- 3. The Panel ruled that the statement “we are confident that there is no rational path to a full acquisition of Perrigo” breached Rule 19.3(a) as the lowering of the acceptance condition to greater than 50% does not of itself mean that Mylan will not acquire 80% of the outstanding Perrigo shares pursuant to its offer.
25 August, 2015
