BN 07/27 10:42 *MYLAN SAYS STRATEGIC FOCUS REMAINS UNCHANGED
BN 07/27 10:42 *MYLAN COMMENTS ON TEVA'S PACT TO BUY ALLERGAN'S GENERIC DRUG
BN 07/27 10:42 *MYLAN COMMENTS ON TEVA'S PACT TO BUY ALLERGAN'S GENERIC DRUG
Mylan Comments on Teva's Agreement to Acquire Allergan's Generic Drug Unit
2015-07-27 10:42:05.756 GMT
Mylan Comments on Teva's Agreement to Acquire Allergan's Generic Drug Unit
PR Newswire
HERTFORDSHIRE, England and PITTSBURGH, July 27, 2015
HERTFORDSHIRE, England and PITTSBURGH, July 27, 2015 /PRNewswire/ -- Mylan
N.V. (NASDAQ: MYL) today issued the following statement regarding Teva's (NYSE
and TASE: TEVA) announcement of its entry into an agreement to acquire
Allergan's Generic Drug Unit and its withdrawal of its unsolicited expression
of interest to acquire Mylan.
Mylan Executive Chairman Robert J. Coury stated: "We congratulate Teva on
their agreement to acquire Allergan's generics business and welcome their
continued, and potentially enhanced, commitment to the generics industry. As
Teva continues to move forward with their strategy, Mylan's strategic focus
remains unchanged.
"Mylan's Board and leadership team remains steadfast in its commitment to our
mission, vision and strategy to provide access to quality medicine to the
world's 7 billion people and deliver value and sustainable growth for our
shareholders and other stakeholders. Our offer to acquire Perrigo continues to
be the next natural step in this strategy. Combining Mylan and Perrigo will
create a unique infrastructure that is able to maximize on evolving industry
dynamics and capitalize on key trends. Further, the complementary cultures and
strategies of these two businesses will enable us to redefine how healthcare
is delivered and position our company for the future.
"We look forward to the next step in the process to make our combination with
Perrigo a reality – the vote by Mylan shareholders to support this transaction
– which we expect to occur in the next several weeks."
ABOUT MYLAN
Mylan is a global pharmaceutical company committed to setting new standards in
healthcare. Working together around the world to provide 7 billion people
access to high quality medicine, we innovate to satisfy unmet needs; make
reliability and service excellence a habit; do what's right, not what's easy;
and impact the future through passionate global leadership. We offer a growing
portfolio of around 1,400 generic pharmaceuticals and several brand
medications. In addition, we offer a wide range of antiretroviral therapies,
upon which nearly 50% of HIV/AIDS patients in developing countries depend. We
also operate one of the largest active pharmaceutical ingredient manufacturers
and currently market products in about 145 countries and territories. Our
workforce of approximately 30,000 people is dedicated to creating better
health for a better world, one person at a time. Learn more at mylan.com.
RESPONSIBILITY STATEMENT
The directors of Mylan N.V. ("Mylan") accept responsibility for the
information contained in this communication. To the best of the knowledge and
belief of the directors (who have taken all reasonable care to ensure that
such is the case) the information contained in this communication is in
accordance with the facts and does not omit anything likely to affect the
import of such information.
DEALING DISCLOSURE REQUIREMENTS
Under the provisions of Rule 8.3 of the Irish Takeover Panel Act, 1997,
Takeover Rules 2013 (the "Rules"), if any person is, or becomes, 'interested'
(directly or indirectly) in, 1% or more of any class of 'relevant securities'
of Perrigo Company plc ("Perrigo") or Mylan, all 'dealings' in any 'relevant
securities' of Perrigo or Mylan (including by means of an option in respect
of, or a derivative referenced to, any such 'relevant securities') must be
publicly disclosed by not later than 3:30 pm (New York time) on the 'business'
day following the date of the relevant transaction. This requirement will
continue until the date on which the 'offer period' ends. If two or more
persons co-operate on the basis of any agreement, either express or tacit,
either oral or written, to acquire an 'interest' in 'relevant securities' of
Perrigo or Mylan, they will be deemed to be a single person for the purpose of
Rule 8.3 of the Rules.
Under the provisions of Rule 8.1 of the Rules, all 'dealings' in 'relevant
securities' of Perrigo by Mylan or 'relevant securities' of Mylan by Perrigo,
or by any party acting in concert with either of them, must also be disclosed
by no later than 12 noon (New York time) on the 'business' day following the
date of the relevant transaction.
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 (the "Panel") 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 Rules, which can also be found on
the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a dealing under Rule 8, please consult the Panel's
website at www.irishtakeoverpanel.ie or contact the Panel on telephone number
+353 1 678 9020 or fax number +353 1 678 9289.
Goldman Sachs, which is authorized by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting for Mylan and no one else in
connection with the proposed acquisition of Perrigo by Mylan (the "Perrigo
Proposal") and will not be responsible to anyone other than Mylan for
providing the protections afforded to clients of Goldman Sachs, or for giving
advice in connection with the Perrigo Proposal or any matter referred to
herein.
Goldman Sachs does not accept any responsibility whatsoever for the contents
of this communication or for any statement made or purported to be made by
them or on their behalf in connection with the offer. Goldman Sachs
accordingly disclaims all and any liability whether arising in tort, contract
or otherwise which it might otherwise have in respect of this communication or
any such statement.
ADDITIONAL INFORMATION
In connection with the Perrigo Proposal, Mylan has filed certain materials
with the Securities and Exchange Commission (the "SEC"), including, among
other materials, a Registration Statement on Form S-4 (that includes an offer
to exchange/prospectus) on May 5, 2015 (which Registration Statement was
amended on June 19, 2015 and July 16, 2015 and has not yet been declared
effective, the "Registration Statement") and a preliminary proxy statement on
Schedule 14A on May 5, 2015 (which preliminary proxy statement was amended on
June 19, 2015, July 16, 2015 and July 24, 2015, the "Preliminary Proxy
Statement"). In connection with the Perrigo Proposal, Mylan intends to file
with the SEC a Tender Offer Statement on Schedule TO and certain other
materials. This communication is not intended to be, and is not, a substitute
for such filings or for any other document that Mylan may file with the SEC in
connection with the Perrigo Proposal. INVESTORS AND SECURITYHOLDERS OF MYLAN
AND PERRIGO ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY (IF AND WHEN THEY BECOME AVAILABLE) BEFORE MAKING AN
INVESTMENT DECISION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
MYLAN, PERRIGO AND THE PERRIGO PROPOSAL. Such documents will be available free
of charge through the website maintained by the SEC at www.sec.gov or by
directing a request to Mylan at 724-514-1813 or investor.relations@mylan.com.
Any materials filed by Mylan with the SEC that are required to be mailed to
shareholders of Perrigo and/or Mylan will also be mailed to such shareholders.
This communication has been prepared in accordance with U.S. securities law,
Irish law and the Rules.
A copy of this communication will be available free of charge at the following
website: perrigotransaction.mylan.com. Such website is neither endorsed, nor
sponsored, nor affiliated with Perrigo or any of its affiliates. PERRIGO® is
a registered trademark of L. Perrigo Company.
PARTICIPANTS IN SOLICITATION
This communication is not a solicitation of a proxy from any investor or
shareholder. However, Mylan and certain of its directors, executive officers
and other members of its management and employees may be deemed to be
participants in the solicitation of proxies in connection with the Perrigo
Proposal under the rules of the SEC. Information regarding Mylan's directors
and executive officers may be found in Mylan Inc.'s Annual Report on Form 10-K
for the fiscal year ended December 31, 2014, which was filed with the SEC on
March 2, 2015, amended on April 30, 2015 and updated by Mylan's Current Report
on Form 8-K filed on June 11, 2015, as well as in the Registration Statement
and the Preliminary Proxy Statement. These documents can be obtained free of
charge from the sources indicated above. Additional information regarding the
interests of these participants, which may, in some cases, be different than
those of Mylan's shareholders generally, will also be included in the
materials that Mylan intends to file with the SEC when they become available.
NON-SOLICITATION
This communication is not intended to, and does not, constitute or form part
of (1) any offer or invitation to purchase or otherwise acquire, subscribe
for, tender, exchange, sell or otherwise dispose of any securities, (2) the
solicitation of an offer or invitation to purchase or otherwise acquire,
subscribe for, sell or otherwise dispose of any securities or (3) the
solicitation of any vote or approval in any jurisdiction pursuant to this
communication or otherwise, nor will there be any acquisition or disposition
of the securities referred to in this communication in any jurisdiction in
contravention of applicable law or regulation. No offer of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.
FURTHER INFORMATION
The distribution of this communication in certain jurisdictions may be
restricted or affected by the laws of such jurisdictions. Accordingly, copies
of this communication are not being, and must not be, mailed or otherwise
forwarded, distributed or sent in, into, or from any such jurisdiction.
Therefore, persons who receive this communication (including, without
limitation, nominees, trustees and custodians) and are subject to the laws of
any such jurisdiction will need to inform themselves about, and observe, any
applicable restrictions or requirements. Any failure to do so may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, Mylan disclaims any responsibility or
liability for the violations of any such restrictions by any person.
FORWARD-LOOKING STATEMENTS
This communication contains "forward-looking statements." Such forward-looking
statements may include, without limitation, statements about the Perrigo
Proposal, Mylan's acquisition (the "EPD Transaction") of Mylan Inc. and Abbott
Laboratories' non-U.S. developed markets specialty and branded generics
business (the "EPD Business"), the benefits and synergies of the Perrigo
Proposal or EPD Transaction, future opportunities for Mylan, Perrigo, or the
combined company and products, and any other statements regarding Mylan's,
Perrigo's, or the combined company's future operations, anticipated business
levels, future earnings, planned activities, anticipated growth, market
opportunities, strategies, competition, and other expectations and targets for
future periods. These may often be identified by the use of words such as
"will," "may," "could," "should," "would," "project," "believe," "anticipate,"
"expect," "plan," "estimate," "forecast," "potential," "intend," "continue,"
"target" and variations of these words or comparable words. Because
forward-looking statements inherently involve risks and uncertainties, actual
future results may differ materially from those expressed or implied by such
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to: uncertainties related to the
Perrigo Proposal, including as to the timing of the offer and compulsory
acquisition, whether Perrigo will cooperate with Mylan and whether Mylan will
be able to consummate the offer and compulsory acquisition, whether Mylan
shareholders will provide the requisite approvals for the Perrigo Proposal,
the possibility that competing offers will be made, the possibility that the
conditions to the consummation of the offer will not be satisfied, and the
possibility that Mylan will be unable to obtain regulatory approvals for the
offer and compulsory acquisition or be required, as a condition to obtaining
regulatory approvals, to accept conditions that could reduce the anticipated
benefits of the offer and compulsory acquisition; the ability to meet
expectations regarding the accounting and tax treatments of a transaction
relating to the Perrigo Proposal and the EPD Transaction; changes in relevant
tax and other laws, including but not limited to changes in healthcare and
pharmaceutical laws and regulations in the U.S. and abroad; the integration of
Perrigo and the EPD Business being more difficult, time-consuming, or costly
than expected; operating costs, customer loss and business disruption
(including, without limitation, difficulties in maintaining relationships with
employees, customers, clients, or suppliers) being greater than expected
following the Perrigo Proposal and the EPD Transaction; the retention of
certain key employees of Perrigo and the EPD Business being difficult; the
possibility that Mylan may be unable to achieve expected synergies and
operating efficiencies in connection with the Perrigo Proposal and the EPD
Transaction within the expected time-frames or at all and to successfully
integrate Perrigo and the EPD Business; expected or targeted future financial
and operating performance and results; the capacity to bring new products to
market, including but not limited to where Mylan uses its business judgment
and decides to manufacture, market, and/or sell products, directly or through
third parties, notwithstanding the fact that allegations of patent
infringement(s) have not been finally resolved by the courts (i.e., an
"at-risk launch"); success of clinical trials and our ability to execute on
new product opportunities; the scope, timing, and outcome of any ongoing legal
proceedings and the impact of any such proceedings on financial condition,
results of operations and/or cash flows; the ability to protect intellectual
property and preserve intellectual property rights; the effect of any changes
in customer and supplier relationships and customer purchasing patterns; the
ability to attract and retain key personnel; changes in third- party
relationships; the impact of competition; changes in the economic and
financial conditions of the businesses of Mylan, Perrigo, or the combined
company; the inherent challenges, risks, and costs in identifying, acquiring,
and integrating complementary or strategic acquisitions of other companies,
products or assets and in achieving anticipated synergies; uncertainties and
matters beyond the control of management; and inherent uncertainties involved
in the estimates and judgments used in the preparation of financial
statements, and the providing of estimates of financial measures, in
accordance with accounting principles generally accepted in the United States
of America and related standards or on an adjusted basis. For more detailed
information on the risks and uncertainties associated with Mylan's business
activities, see the risks described in Mylan's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2015 and our other filings with the SEC. These
risks, as well as other risks associated with Mylan, Perrigo, and the combined
company are also more fully discussed in the Registration Statement and the
Preliminary Proxy Statement. You can access Mylan's filings with the SEC
through the SEC website at www.sec.gov, and Mylan strongly encourages you to
do so. Except as required by applicable law, Mylan undertakes no obligation to
update any statements herein for revisions or changes after the date of this
communication.
NO PROFIT FORECAST / ASSET VALUATIONS
No statement in this communication is intended to constitute a profit forecast
for any period, nor should any statements be interpreted to mean that earnings
or earnings per share will necessarily be greater or lesser than those for the
relevant preceding financial periods for Mylan or Perrigo as appropriate. No
statement in this communication constitutes an asset valuation.
SOURCES AND BASES OF INFORMATION
The information set forth under "About Mylan" above has been extracted from
Mylan Inc.'s Annual Report (Form 10-K) for the period ended December 31, 2014
filed with the SEC on March 2, 2015, amended on April 30, 2015 and updated by
Mylan's Current Report on Form 8-K filed on June 11, 2015.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/mylan-comments-on-tevas-agreement-to-acquire-allergans-generic-drug-unit-300118882.html
SOURCE Mylan N.V.
Website: http://www.mylan.com
Contact: Nina Devlin (Media), 724.514.1968, Kris King (Investors),
724.514.1813
-0- Jul/27/2015 10:42 GMT
2015-07-27 10:42:05.756 GMT
Mylan Comments on Teva's Agreement to Acquire Allergan's Generic Drug Unit
PR Newswire
HERTFORDSHIRE, England and PITTSBURGH, July 27, 2015
HERTFORDSHIRE, England and PITTSBURGH, July 27, 2015 /PRNewswire/ -- Mylan
N.V. (NASDAQ: MYL) today issued the following statement regarding Teva's (NYSE
and TASE: TEVA) announcement of its entry into an agreement to acquire
Allergan's Generic Drug Unit and its withdrawal of its unsolicited expression
of interest to acquire Mylan.
Mylan Executive Chairman Robert J. Coury stated: "We congratulate Teva on
their agreement to acquire Allergan's generics business and welcome their
continued, and potentially enhanced, commitment to the generics industry. As
Teva continues to move forward with their strategy, Mylan's strategic focus
remains unchanged.
"Mylan's Board and leadership team remains steadfast in its commitment to our
mission, vision and strategy to provide access to quality medicine to the
world's 7 billion people and deliver value and sustainable growth for our
shareholders and other stakeholders. Our offer to acquire Perrigo continues to
be the next natural step in this strategy. Combining Mylan and Perrigo will
create a unique infrastructure that is able to maximize on evolving industry
dynamics and capitalize on key trends. Further, the complementary cultures and
strategies of these two businesses will enable us to redefine how healthcare
is delivered and position our company for the future.
"We look forward to the next step in the process to make our combination with
Perrigo a reality – the vote by Mylan shareholders to support this transaction
– which we expect to occur in the next several weeks."
ABOUT MYLAN
Mylan is a global pharmaceutical company committed to setting new standards in
healthcare. Working together around the world to provide 7 billion people
access to high quality medicine, we innovate to satisfy unmet needs; make
reliability and service excellence a habit; do what's right, not what's easy;
and impact the future through passionate global leadership. We offer a growing
portfolio of around 1,400 generic pharmaceuticals and several brand
medications. In addition, we offer a wide range of antiretroviral therapies,
upon which nearly 50% of HIV/AIDS patients in developing countries depend. We
also operate one of the largest active pharmaceutical ingredient manufacturers
and currently market products in about 145 countries and territories. Our
workforce of approximately 30,000 people is dedicated to creating better
health for a better world, one person at a time. Learn more at mylan.com.
RESPONSIBILITY STATEMENT
The directors of Mylan N.V. ("Mylan") accept responsibility for the
information contained in this communication. To the best of the knowledge and
belief of the directors (who have taken all reasonable care to ensure that
such is the case) the information contained in this communication is in
accordance with the facts and does not omit anything likely to affect the
import of such information.
DEALING DISCLOSURE REQUIREMENTS
Under the provisions of Rule 8.3 of the Irish Takeover Panel Act, 1997,
Takeover Rules 2013 (the "Rules"), if any person is, or becomes, 'interested'
(directly or indirectly) in, 1% or more of any class of 'relevant securities'
of Perrigo Company plc ("Perrigo") or Mylan, all 'dealings' in any 'relevant
securities' of Perrigo or Mylan (including by means of an option in respect
of, or a derivative referenced to, any such 'relevant securities') must be
publicly disclosed by not later than 3:30 pm (New York time) on the 'business'
day following the date of the relevant transaction. This requirement will
continue until the date on which the 'offer period' ends. If two or more
persons co-operate on the basis of any agreement, either express or tacit,
either oral or written, to acquire an 'interest' in 'relevant securities' of
Perrigo or Mylan, they will be deemed to be a single person for the purpose of
Rule 8.3 of the Rules.
Under the provisions of Rule 8.1 of the Rules, all 'dealings' in 'relevant
securities' of Perrigo by Mylan or 'relevant securities' of Mylan by Perrigo,
or by any party acting in concert with either of them, must also be disclosed
by no later than 12 noon (New York time) on the 'business' day following the
date of the relevant transaction.
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 (the "Panel") 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 Rules, which can also be found on
the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a dealing under Rule 8, please consult the Panel's
website at www.irishtakeoverpanel.ie or contact the Panel on telephone number
+353 1 678 9020 or fax number +353 1 678 9289.
Goldman Sachs, which is authorized by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting for Mylan and no one else in
connection with the proposed acquisition of Perrigo by Mylan (the "Perrigo
Proposal") and will not be responsible to anyone other than Mylan for
providing the protections afforded to clients of Goldman Sachs, or for giving
advice in connection with the Perrigo Proposal or any matter referred to
herein.
Goldman Sachs does not accept any responsibility whatsoever for the contents
of this communication or for any statement made or purported to be made by
them or on their behalf in connection with the offer. Goldman Sachs
accordingly disclaims all and any liability whether arising in tort, contract
or otherwise which it might otherwise have in respect of this communication or
any such statement.
ADDITIONAL INFORMATION
In connection with the Perrigo Proposal, Mylan has filed certain materials
with the Securities and Exchange Commission (the "SEC"), including, among
other materials, a Registration Statement on Form S-4 (that includes an offer
to exchange/prospectus) on May 5, 2015 (which Registration Statement was
amended on June 19, 2015 and July 16, 2015 and has not yet been declared
effective, the "Registration Statement") and a preliminary proxy statement on
Schedule 14A on May 5, 2015 (which preliminary proxy statement was amended on
June 19, 2015, July 16, 2015 and July 24, 2015, the "Preliminary Proxy
Statement"). In connection with the Perrigo Proposal, Mylan intends to file
with the SEC a Tender Offer Statement on Schedule TO and certain other
materials. This communication is not intended to be, and is not, a substitute
for such filings or for any other document that Mylan may file with the SEC in
connection with the Perrigo Proposal. INVESTORS AND SECURITYHOLDERS OF MYLAN
AND PERRIGO ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY (IF AND WHEN THEY BECOME AVAILABLE) BEFORE MAKING AN
INVESTMENT DECISION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
MYLAN, PERRIGO AND THE PERRIGO PROPOSAL. Such documents will be available free
of charge through the website maintained by the SEC at www.sec.gov or by
directing a request to Mylan at 724-514-1813 or investor.relations@mylan.com.
Any materials filed by Mylan with the SEC that are required to be mailed to
shareholders of Perrigo and/or Mylan will also be mailed to such shareholders.
This communication has been prepared in accordance with U.S. securities law,
Irish law and the Rules.
A copy of this communication will be available free of charge at the following
website: perrigotransaction.mylan.com. Such website is neither endorsed, nor
sponsored, nor affiliated with Perrigo or any of its affiliates. PERRIGO® is
a registered trademark of L. Perrigo Company.
PARTICIPANTS IN SOLICITATION
This communication is not a solicitation of a proxy from any investor or
shareholder. However, Mylan and certain of its directors, executive officers
and other members of its management and employees may be deemed to be
participants in the solicitation of proxies in connection with the Perrigo
Proposal under the rules of the SEC. Information regarding Mylan's directors
and executive officers may be found in Mylan Inc.'s Annual Report on Form 10-K
for the fiscal year ended December 31, 2014, which was filed with the SEC on
March 2, 2015, amended on April 30, 2015 and updated by Mylan's Current Report
on Form 8-K filed on June 11, 2015, as well as in the Registration Statement
and the Preliminary Proxy Statement. These documents can be obtained free of
charge from the sources indicated above. Additional information regarding the
interests of these participants, which may, in some cases, be different than
those of Mylan's shareholders generally, will also be included in the
materials that Mylan intends to file with the SEC when they become available.
NON-SOLICITATION
This communication is not intended to, and does not, constitute or form part
of (1) any offer or invitation to purchase or otherwise acquire, subscribe
for, tender, exchange, sell or otherwise dispose of any securities, (2) the
solicitation of an offer or invitation to purchase or otherwise acquire,
subscribe for, sell or otherwise dispose of any securities or (3) the
solicitation of any vote or approval in any jurisdiction pursuant to this
communication or otherwise, nor will there be any acquisition or disposition
of the securities referred to in this communication in any jurisdiction in
contravention of applicable law or regulation. No offer of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.
FURTHER INFORMATION
The distribution of this communication in certain jurisdictions may be
restricted or affected by the laws of such jurisdictions. Accordingly, copies
of this communication are not being, and must not be, mailed or otherwise
forwarded, distributed or sent in, into, or from any such jurisdiction.
Therefore, persons who receive this communication (including, without
limitation, nominees, trustees and custodians) and are subject to the laws of
any such jurisdiction will need to inform themselves about, and observe, any
applicable restrictions or requirements. Any failure to do so may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, Mylan disclaims any responsibility or
liability for the violations of any such restrictions by any person.
FORWARD-LOOKING STATEMENTS
This communication contains "forward-looking statements." Such forward-looking
statements may include, without limitation, statements about the Perrigo
Proposal, Mylan's acquisition (the "EPD Transaction") of Mylan Inc. and Abbott
Laboratories' non-U.S. developed markets specialty and branded generics
business (the "EPD Business"), the benefits and synergies of the Perrigo
Proposal or EPD Transaction, future opportunities for Mylan, Perrigo, or the
combined company and products, and any other statements regarding Mylan's,
Perrigo's, or the combined company's future operations, anticipated business
levels, future earnings, planned activities, anticipated growth, market
opportunities, strategies, competition, and other expectations and targets for
future periods. These may often be identified by the use of words such as
"will," "may," "could," "should," "would," "project," "believe," "anticipate,"
"expect," "plan," "estimate," "forecast," "potential," "intend," "continue,"
"target" and variations of these words or comparable words. Because
forward-looking statements inherently involve risks and uncertainties, actual
future results may differ materially from those expressed or implied by such
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to: uncertainties related to the
Perrigo Proposal, including as to the timing of the offer and compulsory
acquisition, whether Perrigo will cooperate with Mylan and whether Mylan will
be able to consummate the offer and compulsory acquisition, whether Mylan
shareholders will provide the requisite approvals for the Perrigo Proposal,
the possibility that competing offers will be made, the possibility that the
conditions to the consummation of the offer will not be satisfied, and the
possibility that Mylan will be unable to obtain regulatory approvals for the
offer and compulsory acquisition or be required, as a condition to obtaining
regulatory approvals, to accept conditions that could reduce the anticipated
benefits of the offer and compulsory acquisition; the ability to meet
expectations regarding the accounting and tax treatments of a transaction
relating to the Perrigo Proposal and the EPD Transaction; changes in relevant
tax and other laws, including but not limited to changes in healthcare and
pharmaceutical laws and regulations in the U.S. and abroad; the integration of
Perrigo and the EPD Business being more difficult, time-consuming, or costly
than expected; operating costs, customer loss and business disruption
(including, without limitation, difficulties in maintaining relationships with
employees, customers, clients, or suppliers) being greater than expected
following the Perrigo Proposal and the EPD Transaction; the retention of
certain key employees of Perrigo and the EPD Business being difficult; the
possibility that Mylan may be unable to achieve expected synergies and
operating efficiencies in connection with the Perrigo Proposal and the EPD
Transaction within the expected time-frames or at all and to successfully
integrate Perrigo and the EPD Business; expected or targeted future financial
and operating performance and results; the capacity to bring new products to
market, including but not limited to where Mylan uses its business judgment
and decides to manufacture, market, and/or sell products, directly or through
third parties, notwithstanding the fact that allegations of patent
infringement(s) have not been finally resolved by the courts (i.e., an
"at-risk launch"); success of clinical trials and our ability to execute on
new product opportunities; the scope, timing, and outcome of any ongoing legal
proceedings and the impact of any such proceedings on financial condition,
results of operations and/or cash flows; the ability to protect intellectual
property and preserve intellectual property rights; the effect of any changes
in customer and supplier relationships and customer purchasing patterns; the
ability to attract and retain key personnel; changes in third- party
relationships; the impact of competition; changes in the economic and
financial conditions of the businesses of Mylan, Perrigo, or the combined
company; the inherent challenges, risks, and costs in identifying, acquiring,
and integrating complementary or strategic acquisitions of other companies,
products or assets and in achieving anticipated synergies; uncertainties and
matters beyond the control of management; and inherent uncertainties involved
in the estimates and judgments used in the preparation of financial
statements, and the providing of estimates of financial measures, in
accordance with accounting principles generally accepted in the United States
of America and related standards or on an adjusted basis. For more detailed
information on the risks and uncertainties associated with Mylan's business
activities, see the risks described in Mylan's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2015 and our other filings with the SEC. These
risks, as well as other risks associated with Mylan, Perrigo, and the combined
company are also more fully discussed in the Registration Statement and the
Preliminary Proxy Statement. You can access Mylan's filings with the SEC
through the SEC website at www.sec.gov, and Mylan strongly encourages you to
do so. Except as required by applicable law, Mylan undertakes no obligation to
update any statements herein for revisions or changes after the date of this
communication.
NO PROFIT FORECAST / ASSET VALUATIONS
No statement in this communication is intended to constitute a profit forecast
for any period, nor should any statements be interpreted to mean that earnings
or earnings per share will necessarily be greater or lesser than those for the
relevant preceding financial periods for Mylan or Perrigo as appropriate. No
statement in this communication constitutes an asset valuation.
SOURCES AND BASES OF INFORMATION
The information set forth under "About Mylan" above has been extracted from
Mylan Inc.'s Annual Report (Form 10-K) for the period ended December 31, 2014
filed with the SEC on March 2, 2015, amended on April 30, 2015 and updated by
Mylan's Current Report on Form 8-K filed on June 11, 2015.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/mylan-comments-on-tevas-agreement-to-acquire-allergans-generic-drug-unit-300118882.html
SOURCE Mylan N.V.
Website: http://www.mylan.com
Contact: Nina Devlin (Media), 724.514.1968, Kris King (Investors),
724.514.1813
-0- Jul/27/2015 10:42 GMT