Date: 2015-04-21
Type of information: Company acquisition
Acquired company: Mylan (USA - PA)
Acquiring company: Teva Pharmaceutical Industries (Israel)
Amount: $ 40 billion
Terms: * On April 27, 2015, Teva Pharmaceutical Industries reiterated its commitment to its proposed combination with Mylan. As previously announced on April 21, 2015 , Teva has proposed to acquire Mylan for $82.00 per share, with the consideration to be comprised of approximately 50 percent cash and 50 percent stock. Teva's proposal for Mylan implies a total equity value of approximately $43 billion . * On April 27, 2015, Mylan announced that its Board of Directors has unanimously rejected the unsolicited expression of interest from Teva Pharmaceutical Industries, to acquire Mylan, which was announced by Teva on April 21, 2015 . After a comprehensive review conducted in consultation with its financial and legal advisors, the Mylan Board concluded the approach did not meet any of the key criteria that would cause the Mylan Board to depart from the Company's successful and longstanding standalone strategy, and consider engaging in discussions to sell the Company. * On April 21, 2015, Teva Pharmaceutical Industries announced a proposal to acquire all of the outstanding shares of Mylan in a transaction valued at $82.00 per Mylan share, with the consideration to be comprised of approximately 50 percent cash and 50 percent stock. The Teva cash and stock proposal provides Mylan stockholders with a substantial premium and immediate cash value, as well as significant potential for future value creation through participation in a financially and commercially stronger company. Teva's proposal also provides Mylan stockholders with a more attractive alternative to Mylan's proposed acquisition of Perrigo Company, as announced on April 8, 2015 , as well as to Mylan on a standalone basis. Teva's proposal would provide Mylan stockholders with consideration representing a 37.7% premium to the stock price of Mylan on April 7, 2015 , which is the last day of trading prior to Mylan's press release regarding its unsolicited proposal for Perrigo , and a 48.3% premium to the unaffected stock price of Mylan on March 10, 2015 , which is the last day of trading prior to widespread speculation of a transaction between Teva and Mylan. The combined Teva and Mylan would have pro forma 2014 revenues of approximately $30 billion and pro forma 2014 EBITDA of approximately $9 billion. In 2016, the combined company is expected to have cash flow from operations, excluding one-time restructuring costs, of greater than $6 billion , revenues of greater than $30 billion and EBITDA of greater than $10 billion . In 2018, the combined company is expected to have cash flow from operations of greater than $8.5 billion , revenues of approximately $33 billion and EBITDA of approximately $13 billion . The combined company is expected to have substantial debt capacity and an investment grade rating. Furthermore, the combined company's strong cash flow generation will allow deleveraging to at or below 3.0x gross debt to EBITDA after 24 months, and lower on a net debt to EBITDA basis. As a result, the combined company will be strongly positioned from day one to pursue future acquisitions to expand its portfolio in both specialty pharmaceuticals and generics, in line with Teva's stated strategy to grow through value-enhancing and complementary acquisitions. The proposal was unanimously approved by the Board of Directors of Teva. This proposal is subject to customary conditions. The transaction would not be subject to a financing condition or require a Teva stockholder vote. Teva's proposal is contingent on Mylan not completing its proposed acquisition of Perrigo or any alternative transactions. Teva expects that the proposed transaction can be completed by year-end 2015. Teva notes that there can be no assurance that a transaction between Teva and Mylan will be consummated.
Erez Vigodman, President and CEO of Teva, commented, "While we are disappointed that Mylan has formally rejected our proposal, the Teva Board and management team are fully committed to completing the combination of Teva and Mylan, and we stand ready to quickly complete a transaction that is compelling for both Teva and Mylan stockholders. We are eager to work with Mylan and its advisors to complete a transaction that will allow us to deliver the value inherent in the proposed combination to our respective stockholders, employees, patients, customers, communities and other stakeholders."
The Teva Board and management team are committed to consummating a transaction as soon as possible. Teva is prepared to devote all necessary resources to completing the proposed transaction. Teva stands ready and willing to meet with Mylan and its advisors immediately. Teva continues to believe stockholders of both companies will be best served by Teva and Mylan commencing good faith discussions in order to effect the proposed business combination.Specifically, Teva's proposal would provide Mylan stockholders with consideration representing a 48.3% premium to the unaffected stock price of Mylan on March 10, 2015 , which is the last day of trading prior to widespread speculation of a transaction between Teva and Mylan.
Details:
Related: Generics
