Mylan shareholders on Friday approved the generic-drug maker’s proposed acquisition of the Perrigo Co. and authorized Mylan’s plans to issue shares to complete the hostile transaction. Mylan said it soon will ask Perrigo shareholders to tender their shares to Mylan as part of the proposed takeover.
Ireland-based Perrigo, which makes over-the counter drugs, has opposed the takeover from the start, saying Mylan’s bid undervalues the company. Perrigo quickly issued a statement saying it was confident its shareholders will reject turning over their stock to Mylan.
The action came at a Mylan shareholder meeting held in Amsterdam, where Mylan reincorporated earlier this year in order to reduce its global tax bill. The drug maker’s operational headquarters remain in suburban Pittsburgh.
Two-thirds of Mylan shareholders voting approved the transaction, according to a statement released by the company.
“We believe the vote underscores shareholders’ clear understanding of, and support for, the strategic rationale and potential for value creation inherent in the combination of Mylan and Perrigo,” Executive Chairman Robert Coury said in the statement.
“We look forward to launching our formal offer directly to Perrigo shareholders in the coming weeks,” Coury said, adding that Mylan is “very confident that they too will support this unique and compelling transaction.”
Perrigo chairman, president and CEO Joseph Papa said most of his company’s shareholders “believe that Mylan’s offer substantially undervalues Perrigo.”
“The offer also would subject Perrigo shareholders to Mylan’s highly troubling corporate governance approach,” Papa said in a statement issued by the company.
“We are confident that the majority of Perrigo shareholders will not tender their shares to Mylan,” he added.
Friday’s vote caps a four-month fight. In its statements, Mylan has argued that the “compelling combination” with Perrigo is an “extraordinary opportunity” for shareholders of both companies. Perrigo has insisted it would be better off alone.
In April, Mylan proposed giving Perrigo shareholders 2.3 Mylan shares and $75 in cash for each of their shares. The proposal was rejected by Perrigo’s board.
Mylan had been pursued itself by drug company Teva Pharmaceutical Industries, but Teva moved instead to buy the generic business of Allergan.
Proxy advisory firms were split on how Mylan shareholders should vote. Glass Lewis & Co. and Egan-Jones recommended they vote in favor of extending a tender offer to Perrigo shareholders, while Institutional Shareholder Services and Proxy Mosaic advised shareholders to vote against the proposal.