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Mylan to Launch Offer for Perrigo Directly to Perrigo Shareholders on Sept. 14

HERTFORDSHIRE, England and PITTSBURGH, Sept. 8, 2015 /PRNewswire/ -- Mylan N.V. (MYL) today announced its intention to commence on Sept. 14, 2015 its formal offer to exchange all outstanding ordinary shares of Perrigo Company plc (NYSE: PRGO; TASE). Under the terms of the offer, Perrigo shareholders will receive $75 in cash and 2.3 Mylan ordinary shares for each Perrigo ordinary share.

Mylan Executive Chairman Robert J. Coury also sent a letter to Perrigo Chairman and Chief Executive Officer Joseph Papa reiterating Mylan's commitment to the transaction and respect for Perrigo and its employees, re-affirming the compelling value of the Mylan offer to Perrigo shareholders, and outlining to Perrigo shareholders their clear and direct pathway to completion of the transaction.

This letter follows Mylan's Extraordinary General Meeting on Aug. 28th, at which Mylan shareholders voted overwhelmingly in favor of the transaction.

Mr. Coury commented, "We are very excited to commence the final step in this transaction and to complete the compelling combination of Mylan and Perrigo. As we have repeatedly stated, we believe this is a highly attractive offer for Perrigo shareholders in terms of the price, multiple being paid, accretion and continued long-term potential for value creation. It also offers Perrigo shareholders a clear pathway to close the transaction. We have long respected Perrigo and believe that Mylan is uniquely positioned to maximize this asset for the benefit of shareholders and all other stakeholders. We are confident that Perrigo shareholders see that our offer provides superior immediate value, as well as long-term, sustainable value creation, and will tender in favor of the transaction."

The full text of the letter delivered to Perrigo by Mylan on September 8, 2015 is included below.

As previously announced on April 24, 2015, Mylan issued a Rule 2.5 announcement (amended on April 29, 2015 and on August 13, 2015) under the Irish Takeover Rules setting forth its legally-binding commitment to commence an offer for the entire issued and to be issued shares of Perrigo. The proposed transaction remains subject to the pre-condition and certain conditions and other terms set forth in the formal Rule 2.5 announcement and other offer documents.

September 8, 2015

Joseph C. Papa
President, Chief Executive Officer and Chairman
Perrigo Company plc
Treasury Building
Lower Grand Canal St.
Dublin 2, Ireland

Dear Joe,

Mylan shareholders, many of whom are also Perrigo shareholders, provided us with a clear mandate on Friday August 28th at our Extraordinary General Meeting when they voted overwhelmingly in favor of our proposed transaction with Perrigo. Now Perrigo shareholders will have the opportunity to make this exciting combination a reality when we launch our formal offer on Monday, September 14th.

As you well know, it always has been Mylan's preference to accomplish the Mylan-Perrigo combination in a cooperative and negotiated manner. On many occasions you and your Board were offered the opportunity to work with us to shape the transaction and the future of the combined company. To our surprise, you and your Board refused every one of those offers, refusing to engage with Mylan at any point in the process to work with us to address any expectations and concerns of your stakeholders. It is now time for us to move forward and take our offer directly to your shareholders.

Joe, as you and your Board have known all along, there has been a clear and direct pathway for Mylan to complete its transaction with Perrigo ever since April 24th when we announced under Rule 2.5 of the Irish Takeover Rules our fully financed legally binding commitment to make an offer. On September 14th, we will launch our offer directly to Perrigo shareholders under Rule 24 of the Irish Takeover Rules in accordance with our legally binding commitment. And we will close the offer on November 13th (day 60 under the Irish Takeover Rules) when at least a majority of the Perrigo shareholders will choose the compelling Mylan offer for Perrigo. The Perrigo shareholders will be given immediate value in cash of $75, as well as the long-term upside that will come with their ownership of approximately 40% in the combined company.

It is also very important at this time that the Perrigo shareholders understand their clear and direct pathway laid out for them by the Irish Takeover Rules.

First and foremost, Perrigo shareholders should understand that the final outcome rests solely with them, not with Perrigo's management or Board. You and your Board are now unable to stop the combination. As I know you are well aware, the Irish Takeover Rules strictly prohibit you from taking any type of "Frustrating Actions" that would interfere with our offer. In fact, at this point Perrigo's management has no role to play in the process, and the only role the Perrigo Board has is to issue its recommendation to Perrigo shareholders.

We have been clear from the very beginning that we were going to make this compelling combination a reality, and despite your efforts to confuse and cast doubt every step of the way, we have done—and will do—every single thing we said we were going to do. We announced under Rule 2.5 our legally binding commitment to make an offer. We received EU antitrust approval. We are firmly on track to receive HSR approval within the timeline. Our shareholders overwhelmingly approved the transaction at our recent EGM. Mylan's formal offer document will now go directly to Perrigo shareholders, and we will close the offer on November 13th with their support.

In light of this, I would like to clarify a few points that seem to have been misunderstood by you and your Board.

First, there has been much discussion about the value of our offer to Perrigo shareholders. Let there be no confusion, this is a highly compelling offer in terms of the price, multiple being paid, accretion and long-term potential for value creation.

Perrigo shareholders will receive $75 per share in cash, and own approximately 40% of the new powerhouse company created by the combination. Importantly, this transaction is highly accretive to Perrigo shareholders and at the same time achieves the Perrigo "PLUS" strategy in one single step at inherently lower risk than the pursuit of numerous smaller transactions with the hope of achieving the same result. The transaction will provide Perrigo shareholders with the immediate value they want and deserve, as well as the ability to continue to participate in the long-term upside, without taking unnecessary execution and integration risk.

Further, the multiple being offered is very attractive, particularly in comparison to precedent transactions (including many recent ones) (see chart below). This very attractive multiple holds true even at today's stock prices, which have certainly been impacted by the macro environment and other distractions. When we made our original proposal, the Dow Jones Average traded around the 18,000 level, while today it trades around 16,000. All health care stocks have also retreated. Of course, if there is a rebound in stocks generally and health care stocks specifically by the November 13th closing date (and thereafter) (see chart below), then any increase in the value of Mylan's stock price will only further inure to the benefit of Perrigo's shareholders.

Illustrative Mylan
Closing Share
Price as of

Nov. 13, 2015


Rationale


Implied

Offer
Price


Offer

Enterprise

Value
($bn)


EV /
CY'15E

EBITDA(1)










$48.05


Mylan current share price

(as of Sept. 4, 2015)


$185.52


$31.8


18.7x

53.40


Average of last 30 trading days

(since July 27, 2015)


197.81


33.6


19.8

59.57


Mylan closing share price on day prior to public release of initial proposal to Perrigo (April 7, 2015)


212.01


35.7


21.0

67.00


Average analyst price target for Mylan (as of Sept. 4, 2015)


229.10


38.3


22.5

Source: Company filings and I/B/E/S Consensus estimates. Mylan does not endorse or adopt I/B/E/S Consensus estimates.

Note: Figures in billions, except per share amounts. Capitalization reflects share count and balance sheet metrics per Perrigo's FY'15 10-K filed on August 13, 2015. Average analyst price target per I/B/E/S Consensus. Mylan does not endorse or adopt I/B/E/S Consensus estimates.

(1) Reflects CY'15E EBITDA of $1.7bn per I/B/E/S Consensus as of September 4, 2015. Mylan does not endorse or adopt I/B/E/S Consensus estimates.

On the other hand, Perrigo's stock has been protected from the recent sell-off in the markets, solely as a result of our offer. I note that your unaffected stock price back on April 7th when the Dow Jones Average was trading around...


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