U.S. FTC clears Mylan's proposed transaction to acquire Perrigo

Mylan N.V.Nov 4 2015

Mylan N.V. (NASDAQ: MYL) today announced the U.S. Federal Trade Commission ("FTC") has cleared the company's proposed transaction to acquire Perrigo Company plc (NYSE: PRGO; TASE) subject to Mylan's divestiture of certain products following the consummation of the offer. The FTC clearance represents the final regulatory clearance needed by Mylan to close its acquisition of Perrigo and represents the last remaining condition that needs to be satisfied for the successful completion of the offer other than the acceptance condition.

Mylan's Executive Chairman Robert J. Coury commented, "We are delighted to have received FTC clearance, making our offer for Perrigo now unconditional other than the one final step, which now rests solely in the hands of Perrigo shareholders. We are very confident that Perrigo shareholders will support this transaction by tendering their shares by 8:00 am ET on Nov. 13, 2015."

"In this regard, following the successful completion of our acquisition of Perrigo, and consistent with my comments during our Q3 Earnings Call last Friday and our previously announced steps to cancel the Mylan preferred shares issued to the stichting, Mylan will submit changes to corporate governance for a vote by shareholders of the combined Mylan-Perrigo entity at our next annual general meeting, including proposals regarding whether or not to retain the stichting structure as well as the process for nomination and election of directors."

Under the terms of Mylan's offer, Perrigo shareholders will receive $75 in cash and 2.3 Mylan ordinary shares for each Perrigo ordinary share. On September 14, 2015 Mylan officially commenced its formal offer to acquire all outstanding ordinary shares of Perrigo.

The offer is being made in accordance with Mylan's announcement (dated April 24, 2015 and amended on April 29, 2015 and on August 13, 2015) pursuant to Rule 2.5 of Irish Takeover Rules that set forth Mylan's legally binding commitment to commence an offer and the Offer to Exchange / Prospectus (being the offer document for the purposes of the Irish Takeover Rules) dated September 14, 2015. The offer and withdrawal rights are scheduled to expire at 1:00 P.M. (Irish time)/8:00 A.M. (New York City time) on November 13, 2015, unless the offer is extended with the consent of the Irish Takeover Panel. The acceptance condition for the offer requires greater than 50% of Perrigo ordinary shares to have been tendered into the offer.