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BFW 04/21 20:10 MORE: Perrigo Rejects Unsolicited Proposal From Mylan
BN 04/21 20:03 *PERRIGO SAYS NET SALES 3-YR CAGR IS 5%-10%
BN 04/21 20:03 *PERRIGO SAYS NET SALES 3-YR CAGRL IS 5%-10%
BN 04/21 20:03 *PERRIGO SAYS PROPOSAL UNDERVALUES
BN 04/21 20:03 *PERRIGO REJECTS UNSOLICITED PROPOSAL FROM MYLAN
BFW 04/21 20:03 *PERRIGO UNANIMOUSLY REJECTS UNSOLICITED PROPOSAL FROM MYLAN
BN 04/21 20:03 *PERRIGO SAYS MYLAN OFFER UNDERVALUES PERRIGO
BFW 04/21 20:02 *PERRIGO BOARD UNANIMOUSLY REJECTS UNSOLICITED PROPOSAL FROM
BN 04/21 20:02 *PERRIGO UNANIMOUSLY REJECTS UNSOLICITED PROPOSAL FROM MYLAN
BN 04/21 20:02 *PERRIGO BOARD UNANIMOUSLY REJECTS UNSOLICITED PROPOSAL FROM
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Perrigo Board Unanimously Rejects Unsolicited Proposal From Mylan
2015-04-21 20:02:16.577 GMT
Perrigo Board Unanimously Rejects Unsolicited Proposal From Mylan
This is an announcement falling under Rule 2.4 of Irish Takeover Panel Act,
1997, Takeover Rules, 2013 (the "Irish Takeover Rules").
Proposal Substantially Undervalues Perrigo and is Not in the Best Interests of
Shareholders
Perrigo has Proven Track Record of Value Creation, Generating Returns of over
970% since Fiscal 2007
Perrigo's Organic Net Sales Three-Year CAGR Goal for 2014 - 2017 is 5-10%
PR Newswire
DUBLIN, April 21, 2015
DUBLIN, April 21, 2015 /PRNewswire/ -- Perrigo Company plc ("Perrigo") (NYSE:
PRGO; TASE) today announced that its Board of Directors has unanimously
rejected the unsolicited Proposal (the "Proposal") from Mylan NV ("Mylan")
(NASDAQ: MYL), disclosed April 8, 2015, to acquire all of the outstanding
shares of Perrigo for $205.00 per share. Following a thorough review, advised
by its financial and legal advisors, the Board unanimously concluded that the
Proposal substantially undervalues the Company and its future growth prospects
and is not in the best interests of Perrigo's shareholders.
Key factors informing the Board's determination include:
o The Proposal substantially undervalues Perrigo's differentiated global
business, including the Company's leading market position in key
franchises, global distribution platform, and proven expertise in product
development and supply chain management;
o The Proposal would deny Perrigo shareholders the full benefits of
Perrigo's durable competitive position and compelling growth strategy,
which is reflected in the Company's three-year organic net sales compound
annual growth rate (CAGR) goal for calendar 2014 to 2017 of 5-10%;
o The Proposal does not take into account the full benefits of the Omega
Pharma acquisition, which closed on March 30, 2015, including additional
value to be derived from synergies and increased global presence; and
o The Proposal does not take into account Perrigo's innovative new product
pipeline, which is expected to generate nearly $1 billion in net sales
over the next three years, excluding sizable upside from potential new
indications for Tysabri®.
Joseph C. Papa, Chairman, President and CEO, said, "The Board believes the
Proposal substantially undervalues Perrigo and its growth prospects and that
continued execution by the management team against our global growth strategy
will deliver superior shareholder value. Perrigo has a long history of driving
above market shareholder value through consistent growth with a focus on
profitability and operational excellence, which is reflected in our organic
net sales CAGR goal of 5-10% for the next three years. With the acquisition
of Omega Pharma, we are a top five global OTC company with a diversified
portfolio, a leading market position in key franchises and a strong and
established global distribution platform. We will continue to capitalize on
our durable competitive position by expanding our international platform
organically and through future synergistic deals. These actions will advance
our leadership in the global OTC marketplace."
Mr. Papa continued, "Perrigo's Board believes that the Company has a strong
independent future and is well positioned to continue to drive superior growth
and shareholder value and provide high 'Quality Affordable Healthcare
Products®' to customers and consumers globally. The Board's confidence is
built upon the Company's durable competitive position, compelling growth
strategy, and strong and consistent track record of delivering results for
shareholders under its experienced management team. Since fiscal 2007, we have
delivered compound annual sales growth of 16%, increased adjusted operating
margin by over 1,600 basis points and generated total shareholder returns of
over 970%."
Perrigo has today separately announced results for the third quarter of fiscal
2015 ending March 28, 2015 and has provided guidance for calendar year 2015 in
connection with its upcoming move to a calendar fiscal year. In the quarter,
Perrigo generated record revenue, adjusted net income and operating cash flow.
In addition, Perrigo's three-year organic net sales CAGR goal from 2014 to
2017 is 5-10%.
Shareholders are strongly advised to take no action in relation to the
Proposal. There can be no certainty that any firm offer will be made, nor any
certainty as to the terms on which any firm offer might be made by Mylan.
Morgan Stanley & Co. LLC acting through its affiliate, Morgan Stanley & Co.
International plc is acting as financial advisor and Wachtell, Lipton, Rosen &
Katz and A&L Goodbody are acting as legal advisors to Perrigo.
Conference Call:
Perrigo will host a conference call and live webcast on Tuesday, April 21,
2015 at 5:00 p.m. (ET) to discuss the Proposal. Interested parties can access
the webcast in the investor relations section of the Perrigo website at
http://perrigo.investorroom.com/events-webcasts or by phone at 877-248-9413,
International 973-582-2737, and reference ID#31717586. A taped replay of the
call will be available beginning at approximately 8:30 p.m. (ET) on April 21,
2015 until midnight on May 7, 2015. To listen to the replay, dial
855-859-2056, International 404-537-3406, and use access code 31717586.
Sources of Information and Bases of Calculation
The Perrigo historical sales growth and operating margin figures are derived
from Perrigo's audited financial statements.
The relevant bases of calculation and sources of information are set out below
and provided in the order in which the information appears in the
announcement. Where such information is repeated in the announcement the
underlying sources and bases are not repeated.
The Perrigo forecasts and goals included in this announcement are derived from
Perrigo's long-range plans (LRP) and documents produced to support the
long-range planning process.
The forecast for product category and new product sales forecasts and goals in
this announcement are consistent with the LRP for the periods presented, which
is at constant exchange rates, and reflects net sales for each category in the
LRP as launching in the periods presented. The forecasted new product launch
sales included in the LRP are risk-adjusted to reflect Perrigo's assessment of
the individual probability of launch of products in development and, when
applicable, timing of regulatory approval. Perrigo estimates market share
penetration and pricing relative to the national brand based on historical or
similar product category experience.
Information relative to interest expense and shares outstanding are based on
the current capital structure at the time the forecast is made.
The total shareholder return figures included in this announcement are sourced
from third party publicly available information.
Irish Takeover Rules
The directors of Perrigo accept responsibility for the information contained
in this announcement. To the best of the knowledge and belief of the directors
of Perrigo or Mylan (who have taken all reasonable care to ensure such is the
case), the information contained in this announcement is in accordance with
the facts and does not omit anything likely to affect the import of such
information.
A person interested in 1% or more of any class of relevant securities of
Perrigo may have disclosure obligations under Rule 8.3 of the Irish Takeover
Rules.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed can be found on the Irish Takeover
Panel's website at www.irishtakeoverpanel.ie. "Interests in securities" arise,
in summary, when a person has long economic exposure, whether conditional or
absolute, to changes in the price of securities. In particular, a person will
be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced
to, securities. Terms in quotation marks are defined in the Irish Takeover
Rules, which can be found on the Irish Takeover Panel's website.
If you are in any doubt as to whether you are required to disclose a "dealing"
under Rule 8, please consult the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone
number +353 1 678 9020; fax number +353 1 678 9289.
[The adjusted EPS guidance for calendar year 2015 provided by Perrigo in its
third quarter results announcement constitutes a profit forecast for the
purposes of the Irish Takeover Rules. This profit forecast will be reported
on by Perrigo's reporting accountants and financial advisors in accordance
with Rule 28.3 of the Irish Takeover Rules at the relevant time. Other than
the reference to the aforementioned guidance provided by Perrigo for calendar
year 2015, nothing in this announcement is intended to be a profit forecast or
asset valuation and no statement in this announcement, other than
aforementioned profit forecast, should be interpreted to mean that the
earnings per Perrigo share for the current or future financial periods will
necessarily be greater than those for the relevant preceding financial
period.]
Non-GAAP Statements
This press release includes certain historical non-GAAP financial measures.
The reconciliation of those measures to the most comparable GAAP measures is
included at the end of this press release.
Non-GAAP guidance for calendar 2015 excludes amortization of intangibles,
restructuring and unusual litigation charges, along with transaction and
financing costs related to the Omega acquisition. At this time, a
reconciliation to GAAP earnings per share guidance for calendar 2015 is not
available without unreasonable effort. The Company expects that the
unavailable reconciling items, which primarily include the amortization of
intangibles and non-cash charges related to Omega, along with other expenses
not related to our core operations, which may be related to the integration of
Omega, the Company's change in fiscal year and a recent indication of interest
for the acquisition of the Company, could significantly impact its financial
results.
Important Information
Morgan Stanley & Co. LLC acting through its affiliate, Morgan Stanley & Co.
International plc, is financial advisor to Perrigo and no one else in
connection with the matters referred to in this announcement. In connection
with such matters, Morgan Stanley & Co. LLC, Morgan Stanley & Co.
International plc, each of their affiliates and each of their and their
affiliates' respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be responsible to any
other person other than Perrigo for providing the protections afforded to
their clients or for providing advice in connection with the contents of this
announcement or any other matter referred to herein.
Forward-Looking Statements
Certain statements in this press release are forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934, as amended, and are subject to the safe
harbor created thereby. These statements relate to future events or the
Company's future financial performance and involve known and unknown risks,
uncertainties and other factors that may cause the actual results, levels of
activity, performance or achievements of the Company or its industry to be
materially different from those expressed or implied by any forward-looking
statements. In some cases, forward-looking statements can be identified by
terminology such as "may," "will," "could," "would," "should," "expect,"
"plan," "anticipate," "intend," "believe," "estimate," "predict," "potential"
or other comparable terminology. The Company has based these forward-looking
statements on its current expectations, assumptions, estimates and
projections. While the Company believes these expectations, assumptions,
estimates and projections are reasonable, such forward-looking statements are
only predictions and involve known and unknown risks and uncertainties, many
of which are beyond the Company's control, including future actions that may
be taken by Mylan in furtherance of its unsolicited proposal. These and other
important factors, including those discussed under "Risk Factors" in the
Perrigo Company's Form 10-K for the year ended June 28, 2014, as well as the
Company's subsequent filings with the Securities and Exchange Commission, may
cause actual results, performance or achievements to differ materially from
those expressed or implied by these forward-looking statements. The
forward-looking statements in this press release are made only as of the date
hereof, and unless otherwise required by applicable securities laws, the
Company disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
About Perrigo
Perrigo Company plc, a top five global over-the-counter (OTC) consumer goods
and pharmaceutical company, offers consumers and customers high quality
products at affordable prices. From its beginnings in 1887 as a packager of
generic home remedies, Perrigo, headquartered in Ireland, has grown to become
the world's largest manufacturer of OTC products and supplier of infant
formulas for the store brand market. The Company is also a leading provider of
generic extended topical prescription products and receives royalties from
Multiple Sclerosis drug Tysabri®. Perrigo provides "Quality Affordable
Healthcare Products®" across a wide variety of product categories and
geographies primarily in North America, Europe, and Australia, as well as
other key markets including Israel and China.
A copy of this announcement will be available on Perrigo's website at
www.perrigo.com.
Appendix
Table I
PERRIGO COMPANY PLC
RECONCILIATION OF NON-GAAP MEASURES
(in millions)
(unaudited)
FY 2007 FY 2014
Consolidated ^(1) (2)
Reported net sales $ 1,367.7 $
4,060.8
Reported operating income $ 93.9 $
567.0
Acquisition-related 13.9 281.0
amortization^(3)
Acquisition costs - 109.3
Restructuring charges 0.9 47.0
Loss contingency accrual 15.0
Write-offs of in-process R&D 8.3 6.0
Litigation settlements 5.3
Contingent consideration - 1.1
adjustment
Escrow settlement - (2.5)
Inventory step-ups 4.6 -
Impairment of intangible - -
asset
Impairment of fixed assets - -
Loss on asset exchange - -
Proceeds from sale of - -
pipeline development projects
Impairment of note receivable 2.0
Adjusted operating income $ 123.6 $
1,029.2
Adjusted operating income % 9.0% 25.3%
(1) FY 2007 retrospectively adjusted for the voluntary change in
accounting principle to eliminate the one-month reporting lag
for the Company's foreign subsidiaries in FY 2011.
(2) All information based on continuing operations.
(3) Amortization of acquired intangible assets related to business
combinations and asset acquisitions.
FY 07 - FY 14 Adjusted FY 07 FY 14 Change
operating margin growth:
Adjusted operating margin 9.0% 25.3% 1,630 bps
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/perrigo-board-unanimously-rejects-unsolicited-proposal-from-mylan-300069714.html
SOURCE Perrigo Company plc
Website: http://www.perrigo.com
Contact: Arthur J. Shannon, Vice President, Investor Relations and Global
Communications, (269) 686-1709, ajshannon@perrigo.com, Bradley Joseph,
Director, Investor Relations and Global Communications, (269) 686-3373,
bradley.joseph@perrigo.com
-0- Apr/21/2015 20:02 GMT
