Mylan/Meda lack of shareholder vote examined by Dutch shareholder association
The Dutch shareholder association, VEB, has been in discussions with Mylan [NASDAQ:MYL] over its decision not to hold a shareholder vote for the acquisition of Meda [STO:MEDA-A], said two VEB representatives.
VEB is investigating whether not having Mylan investors vote on the deal violates Article 2:107 1(c) of the Dutch civil code. The VEB hopes to publicise its findings later today (February 29), one of the representatives said. Should the VEB find that there has been a violation, it could seek a court order for Mylan to rectify the lack of a vote, the representative said.
This news service has previously reported that the VEB could look into the decision.
Article 2:107 1(c) states that a shareholder vote is required if a company makes an acquisition or disposal valued at one third or more of the company’s assets. The question is what constitutes one third of Mylan’s assets, said the second representative.
Mylan will rely on Meda’s market capitalization and figures adopted in its accounts in 2015 to argue that it complies with Article 2: 107a 1(c), this news service previously reported. Shareholders approved 1H15 accounts reporting total assets of USD 22.79bn via their 28 August 2015 vote in favour of Mylan’s ultimately unsuccessful bid for Perrigo [NYSE:PRGO].
Meda’s market cap is SEK 55.66bn (USD 6.48bn) as of late afternoon trading on 29 February.
Mylan declined to comment.