FTC OKs Mylan’s Proposed Takeover of Perrigo

Mylan N.V. reports that the US Federal Trade Commission (FTC) has cleared the company’s proposed transaction to acquire Perrigo Company plc, 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 initially made a proposal to acquire Perrigo in April 2015, with subsequent amendments to the proposal later in April and August 2015, and made its formal bid to acquire Perrigo in a takeover bid in September 2015. Perrigo shareholders have until November 13, 2015 to accept the offer, which requires that greater than 50% of Perrigo ordinary shares be tendered in the offer. Perrigo is advising its shareholders not to accept the offer.

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.

If Mylan’s proposed takeover of Perrigo proceeds, under the FTC’s approval of the deal, Mylan would be required to divest the rights and assets to four products to the New Jersey-based generic pharmaceutical company Alvogen Group Inc. These are: bromocriptine mesylate, which is used to treat conditions, including Type 2 diabetes and Parkinson's disease; clindamycin phosphate/benzoyl peroxide, which is used to treat acne; liothyronine sodium, which is used to treat hypothyroidism and to treat or prevent enlarged thyroid glands; and polyethylene glycol 3350, a laxative used to treat occasional constipation.

The FTC's decision also addresses future competition for three generic drugs: acyclovir, which is used to slow the growth and spread of the herpes virus in the body; hydromorphone hydrochloride, which is used to treat moderate to severe pain in narcotic-tolerant patients; and scopolamine, which prevents symptoms associated with motion sickness and helps patients recover from anesthesia and surgery.

The FTC said that proposed buyer, Alvogen, has the necessary resources, financial and technical capabilities, and experience marketing generic pharmaceutical products to replace successfully the competition that otherwise would have been lost through the proposed acquisition. To ensure that the divestitures succeed, the proposed order requires Mylan to provide Alvogen with transitional services, including technical assistance. Further details about the divestitures are set forth in the analysis to aid public comment for this matter.

Source: Mylan and US Federal Trade Commission

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