Mylan N.V. (NASDAQ: MYL) announced Tuesday, in conjunction with the Irish Takeover Panel, that Perrigo Co. PLC (NYSE: PRGO) had made misleading statements to shareholders regarding Mylan’s offer to acquire Perrigo.
The Irish Takeover Panel cited three examples of Perrigo’s statements that could be misleading to shareholders.
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.
Next the second statement the panel ruled on was “Under Irish law, this structure all but guarantees that the promised synergy realization will fail.” This 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.
Finally, 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.
Robert J. Coury, executive chairman of Mylan, stated:
Perrigo continues to make misleading comments with regard to Mylan’s offer to acquire Perrigo — comments which have unfortunately been inaccurately repeated by other third parties. The Irish Takeover Panel today has issued a formal statement noting in detail the inaccuracies in Perrigo’s public commentary. We are hopeful that today’s statements will provide Mylan and Perrigo shareholders with even greater confidence in Mylan’s previous statements with regard to the compelling nature of this transaction, our commitment to completing it, and our ability to realize the significant benefits from the combination, including the projected synergies, in order to create value for Mylan and Perrigo shareholders.
Shares of Mylan were up 2.7% to $51.14 on Tuesday afternoon. The stock has a consensus analyst price target of $67.00 and a 52-week trading range of $44.80 to $76.69.
Shares of Perrigo were up 1.7%, at $181.59 in its 52-week range of $135.00 to $215.73. The consensus price target is $210.20.
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