Takeover panel rebukes Perrigo over 'misleading' statement
The Irish Takeover Panel - the statutory body responsible for monitoring and supervising takeovers in Ireland to make sure they comply with the takeover rules - has rebuked Irish-headquartered Perrigo over an announcement that the panel said contained statements that "may mislead shareholders and the market".
Perrigo, the company that bought Irish drugmaker Elan, is currently the subject of a hostile takeover attempt by rival pharma company Mylan.
On August 13, Perrigo put out an announcement criticising Mylan for lowering the acceptance condition for its proposed offer from not less than 80pc of Perrigo ordinary shares to greater than 50pc of Perrigo ordinary shares.
The takeover panel found some statements in the announcement breached takeover rule (19.3(a)), which says companies in receipt of an offer can't make statements that may mislead the market or shareholders.
The panel ruled that the statement "Mylan already proposed a dilutive deal that substantially undervalues Perrigo" breached the rule "as it was unclear that the term 'dilutive' described the effect on Mylan shareholders, as Mylan currently expects its proposed offer would be dilutive to its adjusted annual earnings per share for the first three years only following consummation of the offer and compulsory acquisition".
It also ruled that the statement "we are confident that there is no rational path to a full acquisition of Perrigo" breached the rule, as the lowering of the acceptance condition to greater than 50pc didn't mean of itself that Mylan won't acquire 80pc of the outstanding Perrigo shares.
Sunday Indo Business