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Perrigo shareholders reject hostile takeover bid

November 13, 2015
TAGS Perrigo
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Perrigo receives FDA approval for three new infant formulas
Perrigo’s infant-formula plants in Ohio and Vermont supply store-brand products across the globe. Courtesy Perrigo

A rival drug maker has failed in its hostile takeover bid for over-the-counter and prescription medicine maker Perrigo.

Drug maker Mylan, which is based in the Netherlands, announced this morning that its offer to acquire all of the issued and to-be-issued share capital of Perrigo, which operates its North American base in Allegan, has lapsed.

Mylan needed to obtain more than 50 percent of shares tendered to meet the requirements of the takeover bid.

The company said that about 40 percent of outstanding Perrigo ordinary shares were validly tendered in the offer.

“Accordingly, the acceptance condition to the offer, as outlined in the September 14, 2015 Offer to Exchange / Prospectus, has not been satisfied, and the offer has lapsed in accordance with its terms,” Mylan said.

Mylan said any Perrigo ordinary shares that have been tendered by Perrigo shareholders have not been accepted for exchange and will be promptly returned to the relevant Perrigo shareholders.

Under the proposed offer, Perrigo shareholders would have received $75 in cash and 2.3 Mylan ordinary shares for each Perrigo ordinary share.

"Clear support"

Perrigo Chairman and CEO Joseph Papa responded this morning to the failed bid.

“We have said all along that this offer from Mylan was a bad deal for our shareholders, as it significantly undervalued our durable business model and industry-leading future growth prospects,” Papa said. “Strong organic growth, a disciplined approach to M&A and transparent, accessible corporate governance policies are the foundation of our successful business strategy.

“I am delighted that Perrigo shareholders voiced their clear support for this management team and our long-term strategy, highlighted by our Base Plus Plus Plus growth model."

Papa said he’s confident in Perrigo’s “near- and longer-term growth.”

Perrigo will immediately commence its previously announced $2-billion repurchase of Perrigo shares and plans to complete $500 million of the planned repurchase by the end of 2015.

Takeover not "required" 

Mylan's Executive Chairman Robert Coury also responded to the failed bid.

"As we have said all along, Mylan viewed Perrigo as a unique and exciting opportunity, but not one that was required for the future success of our company,” Coury said.

Coury said Mylan will remain “a leader in our industry” and that it is “well-positioned to deliver continued growth in the near- and long-term.”

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