Mylan N.V. has lost its approximate $26 billion takeover bid to acquire Perrigo Company plc after failing to tender at least 50% of Perrigo ordinary shares from Perrigo shareholders. Mylan announced that it had secured 40% of Perrigo ordinary share in a tender offer, which lapsed on November 13 at 8:00 AM EST. The rejection by Perrigo shareholders of Mylan’s takeover bid puts to rest a seven-month effort by Mylan to acquire Perrigo. 

Mylan’s Executive Chairman Robert J. Coury commented, “As we have said all along, Mylan viewed Perrigo as a unique and exciting opportunity, but not one that was required for the future success of our company. With one of the strongest balance sheets in our industry, including a debt to adjusted EBITDA ratio of 2x, as well as our well-recognized prowess in identifying attractive external assets, we are well-positioned to quickly execute on the next strategic, value-enhancing opportunities for our business, some of which we have already identified. These potential external opportunities, coupled with the numerous exciting organic growth drivers we have cultivated and the powerful and differentiated global platform we have built, ensure we will remain a leader in our industry and that we are well-positioned to deliver continued growth in the near- and long-term.”

Mylan said that any Perrigo ordinary shares which have been tendered by Perrigo shareholders have not been accepted for exchange and will be returned to the relevant Perrigo shareholders.

In commenting on the deal, Joseph C. Papa, Perrigo Chairman and CEO, stated: “Now that the Mylan tender offer is behind us, we look forward to continuing to create significant value for our shareholders. Our confidence in Perrigo’s compelling near- and longer-term growth prospects and our steadfast commitment to delivering returns to shareholders remain unchanged. We are grateful to all of Perrigo’s employees around the world, whose relentless efforts are reflected in today’s outcome. Even with all the distraction over the past seven months, our unrivaled team has executed our strategy and continued our commitment to delivering Quality Affordable Healthcare Products to customers and patients across the globe.”

Perrigo said it will begin its previously announced $2 billion repurchase of Perrigo shares and plans to complete $500 million of the planned repurchase by the end of 2015.

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. Under the terms of Mylan’s offer, Perrigo shareholders would have received $75 in cash and 2.3 Mylan ordinary shares for each Perrigo ordinary share. Mylan had to secure greater than 50% of Perrigo ordinary shares from its tender offer to acquire Perrigo, which Mylan failed to do. The board of directors of Perrigo had rejected all of Mylan’s efforts to acquire Perrigo and had advised its shareholders to reject the tender offer.

Mylan’s efforts to acquire Perrigo came in the midst of a move by Teva Pharmaceutical Industries to acquire Mylan, a move that Mylan opposed and that Teva later terminated after working out a $40.5 billion deal to acquire the global generics business of Allergan (the new corporate name of the combined Actavis and Allergan) in a friendly acquisition proposal. The deal, announced in July 2015, was approved by the boards of both companies, would cement Teva's position as the number one global generics company and position Allergan as an almost nearly pure-play specialty pharma company. The transaction was unanimously approved by the boards of directors of Teva and Allergan and is expected to close in the first quarter of 2016.

Source: Mylan and Perrigo