Yes you do if it is the baby from he11.
"Cowen & Co. doesn’t view the Perrigo (NYSE: PRGO) transaction as being wealth-creating for Mylan, and since it is not expected to become accretive until year four, believe that’s something “shareholders will have a tough time stomaching.” If Mylan raises its bid above the $205 per share offer, “the deal gets incrementally more negative,” according to the report by Cowen analysts Ken Cacciatore, Tyler Van Burner and Sal Rais. “Mylan management can now face what we believe to be the inevitable painful music from their shareholders."
Who can know? Coury did throw out a possible Pfizer transaction in a May investor meeting. But I think he meant only after overpaying for Perrigo. Remember, he was frantically trying to sabotage the Teva deal.
If Pfizer wants to bulk up its own generic business then maybe now, but more likely in 2016 when a decision on a Pfizer breakup has been 'scheduled' for the end of that year.
But remember, no transaction that any other Pharma company can propose to Mylan will be considered by Coury et al if they are left out of the surviving company. We, the shareholders, have no say unless Mylan allows us to be heard or unless Dutch requires it.
After the Teva saga, I can't imagine Pfizer's Read or Norvartis' Fleming will be willing to take on another Mylan Dutch Stichting to pursue a hostile bid.
Vote NO on Coury's proposed Perrigo deal. Just say he11 NO, just like Mr. Coury said to Teva. There is NO benefit for us shareholders. Read the article I posted about analysts' views and predictions with regard to the Perrigo transaction.
Mylan NV continues to leap over hurdles toward buying Perrigo Co. plc, but one still looms — its own shareholders. They’re due to assemble Aug. 28 in Amsterdam to vote on whether to proceed with Mylan’s (Nasdaq:MYL) unsolicited $28.9 billion offer for the Dublin-based pharmaceutical firm.
On Wednesday, the European Commission gave Mylan regulatory approval for the deal, two days after Teva Pharmaceutical Industries Ltd. (Nasdaq: TEVA), which had been pursuing Mylan since April, said it was buying instead the generic division of Allergan for $40.5 billion. Financial analysts from at least two firms believe it will be a very tough sell for Mylan Chairman Robert Coury. Mylan wasn't immediately available for comment.
Leerink & Co. LLC analysts don’t believe a Mylan/Perrigo deal is likely unless Mylan ups the ante to $39 billion, or $230 per share. Perrigo rejected Mylan’s prior offer of $205 per share.
“We do not believe Mylan has the financial firepower to make an acceptable bid for Perrigo or construct a deal that is value-creating for Mylan shareholders,” Leerink analysts Jason Gerberry and Derek Archila wrote in a report released Tuesday. “We expect Mylan shareholders to vote against a Perrigo deal.
Cowen & Co. doesn’t view the Perrigo (NYSE: PRGO) transaction as being wealth-creating for Mylan, and since it is not expected to become accretive until year four, believe that’s something “shareholders will have a tough time stomaching.” If Mylan raises its bid above the $205 per share offer, “the deal gets incrementally more negative,” according to the report by Cowen analysts Ken Cacciatore, Tyler Van Burner and Sal Rais. “Mylan management can now face what we believe to be the inevitable painful music from their shareholders."
Ronny Gal, senior analyst at Sanford Bernstein & Co., said in an email to the Pittsburgh Business Times he was still mulling whether Mylan will wind up buying Perrigo.
RBC Capital Markets released a new report this week detailing its updated take on the specialty pharmaceuticals sector following the announcement of Teva Pharmaceuticals (NYSE: TEVA)’s buyout of Allergan Plc (NYSE: AGN). Analyst Randall Stanicky revisited several companies in the sector based on the information presented in conference calls and the deal’s analyst event.
Positive Outlook For Teva
RBC is now projecting proforma earnings per share (EPS) of $5.88, $6.55 and $7.18 from Teva in 2016, 2017 and 2018, respectively. Stanicky believes that Allergan’s generics business will provide diversification for Teva and help bridge the gap to a future potential Teva growth.
Positive Outlook For Allergan
Stanicky believes that Allergan could have access to about $36 billion in capital from the Teva deal as soon as Q1 2016.
“A simple $36 billion debt reduction (total existing ~$45 billion) would add back ~$2.50 in EPS (14.5x 2017E) or if deployed to repurchases of 109 million shares ~$7.00 in EPS (12.1x 2017E),” he wrote. However, Stanicky believes that the most likely scenario involves Allergan using a large portion of the capital for M&A, possibly a large “transformative deal.”
RBC is not confident that the proposed deal between Mylan NV (NASDAQ: MYL) and Perrigo Company Public Limited Co (NYSE: PRGO) will happen, and advises investors not to chase the stocks at premium prices.
On the other hand, none of the recent M&A news and speculation has impacted RBC’s view on its top pick in the space, Endo International Plc (NASDAQ: ENDP). Endo’s high exposure to the U.S. generics market continues to make the stock RBC’s top pharma stock to buy.
Wow. How you miss a key point. We had a firm offer of at least $82. Now, thanks to Mr. Coury's unwillingness to deal with Teva, we must now hope that sometime in the future Mylan's share price will be at least $82.
Sure. Sure. How right you are. Let's trade today's $82 for tomorrow's $90. Like there is no risk here.
I'm not confident in Mr. Coury ability nor is he apparently. Mylan's management has proposed in SEC documents that one of its benchmarks for justifying ample future pay raises for its most senior members is achieving a $72 per share by 2018.
How about Mr. Coury adjust that target share price to $82. What do you think? I think it's only fair. Shouldn't management take on the same risk that it is forcing its shareholders to burden?
At a heated meeting with Mylan NV’s executive team in a Manhattan conference room in May, several investors complained about the drug maker’s resistance to a $40 billion takeover proposal from Teva Pharmaceutical Industries Ltd.
Executive Chairman Robert Coury leaned across the table and retorted, in language laced with expletives, “This is a stakeholder company, not a shareholder company,” according to multiple attendees, meaning his constituents went beyond investors and he wasn’t obligated to agree to a tie-up.
Mr. Coury got his way. On Monday, frustrated in its monthslong pursuit of Mylan, Teva pivoted, saying it had agreed to buy Allergan PLC’s generic-drugs business for $40.5 billion and was dropping the Mylan effort.
Mylan’s resistance to Teva’s proposal was aided by an acquisition that moved the company’s legal home in February from Pennsylvania to the Netherlands—part of the wave of tax-trimming “inversion” transactions that swept American business last year. Mylan, whose senior management remain based in Pennsylvania, gained not just tax savings, but a Dutch corporate rule book that gives companies more levers to resist takeovers.
Mylan shareholders were left reeling Monday, as the stock fell more than 14% to $56.37, well below Teva’s $82-a-share offer. Meanwhile, Teva shares added 16.4% to $72, a hefty jump for an acquirer, while Allergan shares rose 6.1% to $326.98 on news of the deal, expected to help it trim debt and focus its strategy.
The outcome for Mylan shows a consequence of the recent inversion craze, now becoming clearer as companies lay down roots in new jurisdictions.
As these companies begin to pursue deals, and get pursued, rules of the game are shifting for shareholders and management.
Teva to Buy Allergan Generics for $40.5 Billion
Mylan Uses Dutch Foundation to Fend Off Hostile Bid
The Rise of the ‘Stichting,’ an Obscure Takeover Defense
At some companies, like Mylan, shareholders now have less leverage with management thanks to their new foreign home, while at others, like Perrigo Co., which redomiciled to Ireland in 2013, shareholders are more empowered and companies have fewer tools with which to resist takeovers.
“Often participants look to inversions and see only the tax upsides,” said Peter Lyons, global co-head of the M&A practice at law firm Freshfields Bruckhaus Deringer LLP. “Many times there’s more to the analysis, whether it be different rules on corporate governance or differences in the approach to [future] transactions. They would be well-served to consider all of these factors.”
A Mylan spokesman said, “Mylan certainly has always considered the interests of shareholders. But a core principle at Mylan is that shareholders benefit from a well-run business, and to run a business well, you need to focus on all of the stakeholders we touch on a daily basis, including customers, patients, employees, suppliers, creditors and communities.”
Mylan has also maintained its stand-alone strategy is preferable to a takeover by Teva. Mylan primarily makes generic drugs but also sells the popular branded product EpiPen, a treatment for allergic reactions.
The Netherlands is a stark example of how the takeover rules can change. As U.S. companies moved to invert in recent years—buying a foreign entity and then switching domiciles—most headed for Ireland or the U.K., where lower tax rates combined with language and cultural fits.
But Dutch policy makers have spent the past decade touting the benefits of Dutch law to global corporations as part of an effort to turn the Netherlands into a management-friendly bastion.
Advocates of the Dutch system say it lets boards invest in the business and plan for the long term, while critics say the balance tilts too far in favor of management over shareholders.
Rients Abma, executive director of Eumedion, an organization representing Dutch institutional investors, said he worries such moves “will give the impression among foreign shareholders that [the Netherlands] is not a shareholder-friendly environment and that can have negative consequences for all companies incorporated in the Netherlands.”
Mylan set up a Dutch foundation, known as a stichting, which is an antitakeover defense comparable to a U.S.-style poison pill. The foundation had the right to receive preferred shares that allow it to block any deal, outvoting other shareholders. The board of Mylan’s stichting triggered its special voting rights last week, saying it would oppose a takeover by Teva.
Mylan also instituted a rule that says only the current chairman—today, Mr. Coury—can appoint new directors, even in the event all board members are ousted by shareholders. That means shareholders effectively cannot replace the board, a powerful tool in U.S. takeover fights. Corporate-law experts said this provision would be highly unlikely to survive a legal challenge in the U.S.
That nomination right was spelled out in Mylan’s disclosures to shareholders about the deal, which was approved by 97% of votes cast. Yet some investors are disenchanted with the reality: A lawsuit filed on behalf of Mylan shareholders in June in Pennsylvania alleges the company didn’t give shareholders an adequate say over the creation of the stichting. A Mylan spokesman said the company believes the suit is without merit.
Other companies are using similar strategies. Cable firm Altice SA is proposing its shareholders vote in August to switch its corporate domicile from Luxembourg to the Netherlands, a move that will allow it to institute a dual-class share structure. Such a structure, which is generally barred in Luxembourg, would give the company’s chairman, Patrick Drahi, approximately 92% of the company’s voting power while owning 58.5% of the company.
Similarly, Italy’s Agnelli family was able to tighten its grip on Fiat Chrysler Automobiles NV when it switched its domicile to the Netherlands last year. The move allowed the family to increase its voting power to around 46% on a financial stake of about 30%.
As for Perrigo, currently facing a hostile takeover attempt from Mylan, the maker of private-label drugs redomiciled to Ireland through a 2013 merger and, in doing so, surrendered a bevy of takeover defenses that could now come in handy. Ireland has no poison pills and doesn’t allow boards to take any actions, like large acquisitions or restructurings, to thwart a takeover bid.
That is good news for Perrigo’s shareholders eager for a quick premium, but leaves its board with fewer options.
Sorry that we disagree. As far as our investment in Mylan, please feel free to look back at the messages I've been writing about Mylan for at least 15 years.
Just to be clear, my family has been around Mylan for a long time. Never have we witnessed such blatant disregard for shareholders. By the way, our plan was to stay with Teva after the proposed transaction. We were just swapping one management group for another, more qualified.
Please don't spout Coury and Bresch's inaccurate appraisal about their ability to gain value for shareholders. After overpaying for Merck kGa's generic business, and the quick collapse of the share price in 2007, it has taken until recently to recoup the share price.
Thanks for your view.
I believe 'the right decision' depends on perspective. If the perspective is that of management then yes raising the price is right if it means growing the size of the company they manage. Unfortunately, I'm not sure overpaying for an asset is necessarily good for the shareholders. Even before the price collapse, nowhere in the comments and SEC proxy documents does management 'convincingly' prove that Perrigo will help them achieve the $6 per share in earnings by 2018. 'Convincingly' is used by at least a couple of analysts. One of them Berstein's Ronnie Gal.
On the topic of accountability, Mylan's management has proposed in SEC documents that one of its benchmarks for justifying ample future pay raises for its most senior members is achieving a $72 per share. How about Mr. Coury adjusting that target share price to $82. What do you think? I think it's only fair.
I'm reminded of the old saying: "A bird in the hand is worth more than two in the bush." We had at least $82 right now. Instead we must hope that Mr. Coury can catch the 'two birds in the bush.'
I and other family members have held Mylan share for over twenty years. We were hoping to get that 'the bird in the hand.'
Will you vote for the Perrigo buyout?
With the price drop, Mylan's shares are less valuable. Thus, expect Coury to increase the price, more shares and more cash. Look, I have seen this before. This is very similar to Mylan's purchase of Merck kGa's generic division in 2007. Look at the share price's collapse after Coury overpaid for the generic assets it bought. It has taken six years for the shares to recoup.
I am afraid that the shareholders will be virtually powerless in the future to have their voices heard.
The Perrigo vote is a rare chance to make our displeasure known to Coury. I know what Coury will do to win Perrigo once he gets our OK. I would prefer that shareholder consent is given to any price that he ultimately offers to Perrogo.
Thus, I will vote against the Perrigo proposal. And as Coury said to Teva, we should say he11 NO.
Coury has absolutely NO reason to seek a white knight. Robolive2006's assessment seems reasonable given that Coury is bent on growing at any price. We, current shareholders, are scr;&?!.
Another, no-so theoretical, issue is that Mylan shareholders, current and future, DO NOT OWN Mylan. How much of a permanent share price discount will this fact cause?
Da;$ it. I am p?#$%$. Coury won.
(Reuters) - Israeli drug maker Teva Pharmaceutical Industries Ltd (TEVA.TA) is in talks to combine with Allergan Plc's (AGN.N) big generic-drug business, the Wall Street Journal reported on Saturday, citing people familiar with the matter.
A deal for the Allergan business, valued at about $45 billion, could be announced as early as Monday, one of the people said, according to the Journal. The Allergan unit would be spun off and combined with Teva, which has a market value of $60 billion, this person told the newspaper.
So what happens next?
First, the move by the stichting probably violates Nasdaq rules since more than 20 percent of Mylan’s voting power has been issued to a third party without a shareholder vote approving it. The Nasdaq rules were adopted just to deal with companies issuing too many shares to friendly parties. Let’s see if the Nasdaq actually acts.
But second, we’ll still see a great battle over the Mylan shareholder vote. For whatever reason, Abbott Laboratories, which owns 14.5 percent of Mylan, has already come out on Mylan’s side. This does not end the matter. If Mylan’s shareholders vote down the Perrigo vote, expect Teva to challenge the stichting in the Dutch courts and to act to remove Mylan’s current directors and replace them with ones who will support the takeover. There is precedent for the stichting’s actions to be limited, but who knows what litigation will produce?
Welcome to the Netherlands, home of Dutch trusts that want to save the world.
Sentiment: Strong Buy
Of course, the question is, Why now? The answer is an easy one. Mylan’s defense against Teva is to buy the smaller drug maker Perrigo and make itself too big — and too expensive — to be acquired. To make the Perrigo acquisition, Mylan needs shareholder approval, and it is preparing to schedule that vote soon. The exercise comes just before that date is set.
Hoping to dissuade any shareholders who might prefer to go along with a Teva takeover, Mylan is making the argument that Teva is really not an option. It is sending the message that even if shareholders do not approve the Perrigo acquisition, there will be no Teva takeover because the stichting will block it.
Beside blocking a Teva takeover, the stichting has also said it will use its shares in the Perrigo vote to offset the 4.6 percent shares of Mylan purchased by Teva earlier this year as part of its takeover maneuver. (Presumably, Teva would use its shares to vote against the Perrigo acquisition.
Mylan adopted the stichting only a few weeks after it moved its place of incorporation to the Netherlands from Pennsylvania. In its hundreds of pages of disclosure concerning its move to the Netherlands, Mylan’s lawyers disclosed, in several places in the document, the possibility of the stichting and what it could do. But it would take someone steeped in Dutch law to know that the stichting could be used in this manner. The question really is whether shareholders would have approved the Dutch move if they had known it would be used this way.
Sentiment: Strong Buy
The sarcasm in this article is hard to miss. I've exerpted choice section.
Whether existing Mylan shareholders liked it or not, the stichting exercised the option on Thursday, becoming a majority and controlling shareholding of Mylan, which moved its incorporation to the Netherlands a year ago. The purchase makes it much more difficult for Teva, an Israeli company, to win enough shareholder votes to consummate the deal.
In a manifesto filled with corporate-speak, the stichting said it had acted because “of the uncertainty and threats associated with a possible takeover of Mylan by Teva Pharmaceutical Industries Ltd.” Exercising the rights of the stichting would “restore stability at Mylan to allow it to concentrate on the management of its business” and “create shareholder value by partnering with industry players,” the statement said.
But that was not enough. The stichting, apparently, was looking out not just for Mylan but also for the rest of the world. It based its decision on its opinion that “taking out” one of the top four generic drug manufacturers would reduce competition and have a negative effect on the affordability of generics. The foundation said it was particularly concerned with drug prices and supplies in developing markets.
The stichting was also not above drawing conclusions about the future business plans of Teva. It said that because “Teva has stated that it would not shut down Mylan’s facility in West Virginia, it was unlikely that the Mylan operations in India would remain unaffected.”
The stichting thus asserted it was acting to protect the perceived threat to Mylan’s Indian operations. For those who think that the stichting is in Mylan’s back pocket, this edict provides more evidence. It is clear that although the stichting is supposed to be independent, it would do anything to prevent Teva from acquiring Mylan.
Sentiment: Strong Buy
Does this mean that Mylan already has the shareholders majority vote to allow Mylan to pursue Perrigo?
NEW YORK (AP) -- Drugmaker Mylan on Thursday used a provision of Dutch law to put up a barrier that makes it harder for larger rival Teva Pharmaceutical Industries to buy the company.
Dutch companies like Mylan can create a foundation, or stichting, that has the option to buy stock in order to protect the interests of the company. Mylan took that step in April, and on Thursday the foundation took a 50-percent stake in Mylan by buying 488.4 million preferred shares of its stock.
Both Mylan and Israel-based Teva are looking to consolidate in an increasingly competitive generic drug industry. Teva wants to get even bigger and combine its manufacturing and sales operations with Mylan's to save money. Mylan wants to combine its generic drugs with Perrigo Co.'s over-the-counter medicines, generic drugs, nutritional products and infant formulas.
Teva has offered to buy Mylan for $40.1 billion, or $82 per share. Mylan says that's too low, and its wants to go ahead with a previous offer to buy Perrigo, an Irish company that makes over-the-counter medicines and other products. Mylan's valued its latest offer for Perrigo at $34.1 billion, or $232.23 per share in cash and stock, buy Perrigo disputed its value of the bid and rejected it.
In a press release, the foundation said Thursday that a takeover by Teva would put the interests of Mylan and its stakeholders at risk, and said it opposes a sale to Teva but won't take a position on the Perrigo deal.
Teva, which had taken a 4.6-percent stake in Mylan, said it disagreed with the foundation and added the move could deprive shareholders of the value they could gain from a combination of Teva and Mylan.
RBC Capital Markets analyst Randall Stanicky said the move was expected, and that Teva seems to be familiar with Dutch law and the steps it can take to fight Mylan's move. He thinks that Mylan shareholders won't approve the purchase of Perrigo, and that it's more likely that Teva will buy Mylan.
Shares of Mylan NV fell $1.01
Sentiment: Strong Buy
Would the Dutch be willing to have the business world conclude that their country is a haven for entrenched, overpayed management, where, once domiciled, forever more are protected from judgement at the expense of shareholders? Mylan has been a 'Dutch company' since March 2015.
I believe the Dutch are fair minded and reasonable people. They are not prejudice against fair and hugely positive business propositions that, in fact, wil positively impact all stakeholders, even if the entrenched managers are left out of the new business entity.
Sentiment: Strong Buy
I'll tell you John, that's how I see it. If you read the parts of the transcripts associated with Teva-Mylan-Perrigo, you get the feeling that he is stressing the short term aspects of Abbott's investment in Mylan. He cites the easiest pathway to the Perrigo buyout in comparison to Teva's pathway to Mylan viz a vis the Dutch court fight. IfMylan does win Perrigo Mylan's share price will drop, Mylan will overpay and will not see any accretion, if ever, until after 2018.
IF YOU ARE A SHORT TERM INVESTOR, all you're interested in making the the biggest bang for your buck. Why do you care about what Teva's pathway is? As far as I know Abbott can sell Mylan stock through Mylan at any time, maybe not directly to Teva, but anyone else. It would be in its interest to encourage a higher Teva offer. Maybe that's why Abbott made its plan to vote for Perrigo.
Sentiment: Strong Buy