Mylan Proceeds with $9.3 Billion Acquisition of MedaBy
Mylan N.V. has confirmed that the Attorney General of the Netherlands has rejected the request of the Dutch group VEB to initiate enquiry proceedings at the Enterprise Chamber of the Amsterdam Court of Appeal in respect of VEB’s opinion that Mylan’s shareholders should approve its recently announced public offer for all shares in Meda AB, a Swedish specialty pharmaceutical company. Mylan has communicated to the VEB and to its shareholders that under applicable law such shareholder approval is not required.
Mylan launched its recommended public offer to the shareholders of Meda on June 17, 2016 to tender all their shares in Meda to Mylan. Mylan first proposed its acquisition for Meda earlier this year with a proposal to acquire all the shares in Meda to Mylan for SEK 165 ($19.5) per Meda share for a total equity value of approximately SEK 60.3 billion ($7.2 billion). The total value of the offer for all Meda shares, including Meda net debt, is approximately SEK 83.6 ($9.9 billion).
Meda had 2015 sales of approximately SEK 19.65 billion ($2.3 billion). Meda employs approximately 4,500 people, including a salesforce and marketing organization of more than 2,600. Approximately 60% of Meda’s product sales are in the prescription area and approximately 40% are in non-prescription or over-the-counter (OTC) products. Approximately half of Meda’s revenues derive from products in three key therapeutic areas: respiratory, dermatology, and pain. Approximately 62% of Meda’s sales are generated in Western Europe (the largest countries being Italy, Germany, France and Sweden), 19% in emerging markets (driven by China, Russia, the Middle East and Thailand) and 17% in the US. Meda has a network of seven manufacturing facilities in Europe, the US and India.
Following Mylan’s completion of the acquisition of Meda, the combined company would have 2015 sales of approximately $11.8 billion. The combination of Mylan and Meda creates a company positioned in branded, generic, and OTC products, which include a combined approximate $1 billion OTC portfolio. The combined business would have a portfolio of more than 2,000 products across the branded/specialty, generics, and OTC segments, sold in more than 165 markets. The acquisition provides Mylan with entry into a number of emerging markets, including China, Southeast Asia, Russia, the Middle East and Mexico, complemented by Mylan’s presence in India, Brazil and Africa. Mylan and Meda have complementary therapeutic areas, such as in respiratory/allergy and a growing combined presence in dermatology and pain.
When announced in February of this year, Mylan's offer was unanimously approved by Mylan’s board of directors and unanimously recommended by Meda’s board of directors. Meda’s two largest shareholders, representing in the aggregate approximately 30% of Meda’s outstanding shares, agreed to accept the offer, subject to certain conditions. The offer is subject to the satisfaction of a number of customary conditions, including clearance from relevant competition authorities, and is expected to be completed by the end of the third quarter of 2016.