Mylan Has Now Received All Antitrust
Regulatory Clearances to Acquire Meda
HERTFORDSHIRE, England and
PITTSBURGH, July 27, 2016 /PRNewswire/ -- The Offer
is not being made, and this press release may not be distributed,
directly or indirectly, in or into, nor will any tender of shares
be accepted from or on behalf of holders in, Australia, Hong
Kong, Japan, Canada, New
Zealand or South Africa, or
any other jurisdiction in which the making of the Offer, the
distribution of this press release or the acceptance of any tender
of shares would contravene applicable laws or regulations or
require further offer documents, filings or other measures in
addition to those required under Swedish law (including the
Takeover Rules), Dutch law, United
Kingdom law, Danish law, Irish law and U.S. law.
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Mylan N.V. (NASDAQ, TASE: MYL) today announced that the U.S.
Federal Trade Commission ("FTC") has cleared Mylan's proposed
transaction to acquire Meda Aktiebolag (publ.) subject to Mylan's
divestiture of certain products not significant to Mylan's earnings
following the consummation of its recommended public offer to the
shareholders of Meda to tender all their shares in Meda to Mylan
(the "Offer").
The FTC clearance represents the final regulatory clearance
required to complete the Offer and Mylan has now received all
antitrust regulatory clearances required to acquire Meda. As a
result, completion of the Offer is no longer conditional upon
receipt of further regulatory or government clearances.
The acceptance period for the Offer runs up to and including
July 29, 2016. Mylan reserves the
right to extend the acceptance period. Mylan also reserves the
right to postpone the settlement date. Mylan will announce any
extension of the acceptance period and/or postponement of the
settlement date by a press release in accordance with applicable
laws and regulations.
An offer document regarding the Offer (the "Offer Document") and
the prospectus issued in connection with the Offer (the "EU
Prospectus") were each made public on June
16, 2016 and, on July 21,
2016, Mylan published supplements to each of the Offer
Document and the EU Prospectus (the "Supplements"). Mylan has also
filed a Registration Statement on Form S-4 (the "Registration
Statement") which was declared effective on June 16, 2016.
Further information about the Offer
The Offer
documents referred to above, the Supplements and further
information about the Offer are available at:
medatransaction.mylan.com.
Mylan discloses the information provided herein pursuant to
the Swedish Financial Instruments Trading Act and Nasdaq
Stockholm's Takeover Rules (the "Takeover Rules"). The information
was submitted for publication on July 27,
2016, 23:00 CET.
Additional Information
In connection with the Offer,
the Offer Document was approved by the Swedish Financial
Supervisory Authority (Sw: Finans-inspektionen) (the "SFSA")
and published by Mylan on June 16,
2016. In addition, Mylan has filed certain materials with
the U.S. Securities and Exchange Commission (the "SEC"), including,
among other materials, the Registration Statement, which was
declared effective on June 16, 2016.
The EU Prospectus was approved by the Netherlands Authority for the
Financial Markets (Autoriteit Financiële Markten) (the
"AFM") and published by Mylan on June 16,
2016. The Supplements were approved by the SFSA and the AFM,
respectively, and published by Mylan on July
21, 2016. This communication is not intended to be, and is
not, a substitute for such documents or for any other document that
Mylan may file with the SFSA, the SEC, the AFM or any other
competent EU authority in connection with the Offer. This
communication contains advertising materials
(reclame-uitingen) in connection with the Offer as referred
to in Section 5:20 of the Dutch Financial Supervision Act (Wet
op het financieel toezicht). INVESTORS AND SECURITYHOLDERS OF
MEDA IN SWEDEN AND INVESTORS AND
SECURITYHOLDERS OF MEDA IN THE EUROPEAN ECONOMIC AREA BUT OUTSIDE
OF SWEDEN ARE URGED TO READ THE
OFFER DOCUMENT APPROVED BY THE SFSA AND ANY SUPPLEMENT THERETO, OR
THE EU PROSPECTUS APPROVED BY THE AFM AND ANY SUPPLEMENT THERETO,
AS APPLICABLE, CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING AN
INVESTMENT DECISION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT MYLAN, MEDA AND THE OFFER. INVESTORS AND SECURITYHOLDERS OF
MEDA OUTSIDE THE EUROPEAN ECONOMIC AREA ARE URGED TO READ ANY
DOCUMENTS FILED WITH THE SFSA, THE SEC AND THE AFM OR ANY OTHER
COMPETENT EU AUTHORITY CAREFULLY AND IN THEIR ENTIRETY BEFORE
MAKING AN INVESTMENT DECISION BECAUSE THEY WILL EACH CONTAIN
IMPORTANT INFORMATION ABOUT MYLAN, MEDA AND THE OFFER. Such
documents are or upon publication will be available free of charge
through the website maintained by the SEC at www.sec.gov, on
Mylan's website at medatransaction.mylan.com or, to the extent
filed with the AFM, through the website maintained by the AFM at
www.afm.nl, or by directing a request to Mylan at +1 724-514-1813
or investor.relations@mylan.com. Any materials filed by Mylan with
the SFSA, the SEC, the AFM or any other competent EU authority that
are required to be mailed to Meda shareholders will also be mailed
to such shareholders. A copy of this communication will be
available free of charge at the following website:
medatransaction.mylan.com.
Further Information
The Offer is not being made to
persons whose participation in the Offer requires that an
additional offer document be prepared or registration effected or
that any other measures be taken in addition to those required
under Swedish law (including the Takeover Rules), Dutch law,
United Kingdom law, Danish law,
Irish law and U.S. law.
The distribution of this communication and any related Offer
documentation in certain jurisdictions may be restricted or
affected by the laws of such jurisdictions. Accordingly, copies of
this communication are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from any such
jurisdiction. Therefore, persons who receive this communication
(including, without limitation, nominees, trustees and custodians)
and are subject to the laws of any such jurisdiction will need to
inform themselves about, and observe, any applicable restrictions
or requirements. Any failure to do so may constitute a violation of
the securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, Mylan disclaims any responsibility or
liability for the violations of any such restrictions by any
person.
The Offer is not being made, and this communication may not be
distributed, directly or indirectly, in or into, nor will any
tender of shares be accepted from or on behalf of holders in,
Australia, Hong Kong, Japan, Canada, New
Zealand or South Africa, or
any other jurisdiction in which the making of the Offer, the
distribution of this communication or the acceptance of any tender
of shares would contravene applicable laws or regulations or
require further offer documents, filings or other measures in
addition to those required under Swedish law (including the
Takeover Rules), Dutch law, United
Kingdom law, Danish law, Irish law and U.S. law.
Forward-Looking Statements
This communication contains
"forward-looking statements." Such forward-looking statements may
include, without limitation, statements about the proposed
acquisition of Meda by Mylan (the "Meda Transaction"), the Offer,
the benefits and synergies of the Meda Transaction, future
opportunities for Mylan, Meda, or the combined company and products
and any other statements regarding Mylan's, Meda's or the combined
company's future operations, anticipated business levels, future
earnings, planned activities, anticipated growth, market
opportunities, strategies, competition, and other expectations and
targets for future periods. These may often be identified by the
use of words such as "will," "may," "could," "should," "would,"
"project," "believe," "anticipate," "expect," "plan," "estimate,"
"forecast," "potential," "intend," "continue," "target" and
variations of these words or comparable words. Because
forward-looking statements inherently involve risks and
uncertainties, actual future results may differ materially from
those expressed or implied by such forward-looking statements.
Factors that could cause or contribute to such differences include,
but are not limited to: uncertainties related to the Meda
Transaction, including as to the timing of the Meda Transaction,
uncertainties as to whether Mylan will be able to complete the Meda
Transaction, the possibility that competing offers will be made,
and the possibility that certain conditions to the completion of
the Offer will not be satisfied; the ability to meet expectations
regarding the accounting and tax treatments of Mylan's acquisition
(the "EPD Transaction") of Mylan Inc. and Abbott Laboratories'
non-U.S. developed markets specialty and branded generics business
(the "EPD Business") and the Meda Transaction; changes in relevant
tax and other laws, including but not limited to changes in the
U.S. tax code and healthcare and pharmaceutical laws and
regulations in the U.S. and abroad; the integration of the EPD
Business and Meda being more difficult, time-consuming, or costly
than expected; operating costs, customer loss, and business
disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers, clients, or
suppliers) being greater than expected following the EPD
Transaction and the Meda Transaction; the retention of certain key
employees of the EPD Business and Meda being difficult; the
possibility that Mylan may be unable to achieve expected synergies
and operating efficiencies in connection with the EPD Transaction
and the Meda Transaction within the expected time-frames or at all
and to successfully integrate the EPD Business and Meda; expected
or targeted future financial and operating performance and results;
the capacity to bring new products to market, including but not
limited to where Mylan uses its business judgment and decides to
manufacture, market, and/or sell products, directly or through
third parties, notwithstanding the fact that allegations of patent
infringement(s) have not been finally resolved by the courts (i.e.,
an "at-risk launch"); any regulatory, legal, or other impediments
to Mylan's ability to bring new products to market; success of
clinical trials and Mylan's ability to execute on new product
opportunities; any changes in or difficulties with our inventory
of, and our ability to manufacture and distribute, the EpiPen®
Auto-Injector to meet anticipated demand; the scope, timing, and
outcome of any ongoing legal proceedings and the impact of any such
proceedings on financial condition, results of operations, and/or
cash flows; the ability to protect intellectual property and
preserve intellectual property rights; the effect of any changes in
customer and supplier relationships and customer purchasing
patterns; the ability to attract and retain key personnel; changes
in third-party relationships; the impact of competition; changes in
the economic and financial conditions of the businesses of Mylan,
Meda or the combined company; the inherent challenges, risks, and
costs in identifying, acquiring, and integrating complementary or
strategic acquisitions of other companies, products or assets and
in achieving anticipated synergies; uncertainties and matters
beyond the control of management; and inherent uncertainties
involved in the estimates and judgments used in the preparation of
financial statements, and the providing of estimates of financial
measures, in accordance with accounting principles generally
accepted in the United States and
related standards or on an adjusted basis. For more detailed
information on the risks and uncertainties associated with Mylan's
business activities, see the risks described in Mylan's Annual
Report on Form 10-K for the year ended December 31, 2015, as amended, its Quarterly
Report on Form 10-Q for the three months ended March 31, 2016 and its other filings with the
SEC. These risks and uncertainties also include those risks and
uncertainties that are discussed in the Offer Document that was
published on June 16, 2016, the
Registration Statement which was declared effective on June 16, 2016 and the EU Prospectus that was
published on June 16, 2016. You can
access Mylan's filings with the SEC through the SEC website at
www.sec.gov, and Mylan strongly encourages you to do so. Mylan
undertakes no obligation to update any statements herein for
revisions or changes after the date of this communication, except
as required by law.
Important Notice
This communication has been published
in Swedish and English. In the event of any discrepancy in content
between the language versions, the Swedish version shall
prevail.
About Mylan
Mylan is a global pharmaceutical company
committed to setting new standards in healthcare. Working together
around the world to provide 7 billion people access to high quality
medicine, we innovate to satisfy unmet needs; make reliability and
service excellence a habit; do what's right, not what's easy; and
impact the future through passionate global leadership. We offer a
growing portfolio of more than 1,400 generic and branded
pharmaceuticals, including antiretroviral therapies on which
approximately 50% of people being treated for HIV/AIDS in the
developing world depend. We market our products in approximately
165 countries and territories. Our global R&D and manufacturing
platform includes more than 50 facilities, and we are one of the
world's largest producers of active pharmaceutical ingredients.
Every member of our more than 35,000-strong workforce is dedicated
to creating better health for a better world, one person at a time.
Learn more at mylan.com.