Mylan calls recent statements by takeover target Perrigo "misleading"

Mylan on Tuesday addressed what it described as "misleading" comments made by Perrigo with regard to Mylan's already rejected offer to buy the company, adding that the statements have "unfortunately been inaccurately repeated by other third parties." The drugmaker also noted that the Irish Takeover Panel found parts of Perrigo's recent statements could "mislead shareholders and the market or may create uncertainty," in violation of panel rules.

In a letter to shareholders, Perrigo CEO Joe Papa accused Mylan of having "some very troubling corporate governance values" as it continues to pursue Perrigo "at all costs." He added that "I have watched with increasing distress the contrast in attitude to shareholders and governance principles that Mylan has presented in its pursuit of Perrigo."

Earlier this month, Mylan lowered the threshold for shareholder approval needed to move forward with its proposed takeover, from 80 percent previously to a simple majority. Papa suggested that some investors "assume this is being done to coerce our shareholders into tendering to avoid being left in a minority of a company controlled by Mylan." Further, he stated in the letter that if Mylan acquires a majority stake in Perrigo, but fails to gain complete control of the company, it "would make any synergy gains more difficult to achieve, and thereby make a bad deal potentially worse, both for those who tender and those who choose to remain." The CEO additionally suggested that Mylan could move to delist Perrigo from "every stock exchange, even if 49 percent of our holders say no to its offer."

Papa also reiterated earlier comments that Perrigo will continue to pursue acquisitions despite Mylan's takeover bid. He indicated that deals in the range of $100 million to $1 billion remain possible, adding "it doesn't mean we won't look at even larger transactions."

Meanwhile, in response to Papa's comments, Mylan executive chairman Robert Coury remarked "we are confident that acquiring Perrigo is the next step in continuing to deliver on [our] stellar track record of performance and value creation to the benefit of both Perrigo and Mylan shareholders and other stakeholders." Coury added that "we are grateful for the support of the many Perrigo shareholders we have spoken to about this combination over the past several weeks, some of which already have publicly voiced their support."

Mylan shareholders will meet on August 28 to decide whether the company should proceed with a tender offer for Perrigo. Last week, proxy advisory firm Institutional Shareholder Services recommended that Mylan shareholders vote against the proposal given "unreasonable uncertainties" about the bid. Abbott, which holds a 14.5-percent stake in Mylan, previously expressed support about the potential merger.

Meanwhile, analysts have suggested that Teva, which acquired a 4.6-percent stake in Mylan as part of its now-abandoned unsolicited pursuit of the company, is likely to oppose the deal. However, the Israeli drugmaker indicated it would refrain from attending or voting at Mylan's shareholder meeting this week, saying it is reviewing its options with regard to these shares. Other analysts have said that Mylan now has "less leverage" to acquire Perrigo following the Israeli drugmaker's decision to drop its bid, while Mylan CEO Heather Bresch indicated her company has alternatives if there is no merger with Perrigo.

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