Perrigo turning TASE listing into poison pill

Mylan chairman Robert J. Coury

Mylan claims it has no obligation to publish a prospectus in Israel for its takeover bid just because Perrigo is listed in Tel Aviv.

“Perrigo is trying to turn its listing in Israel into a poison pill,” a source close to Mylan, which is in the midst of a hostile takeover bid for Perrigo, told "Globes" yesterday. The Tel Aviv District Court will hear Perrigo’s petition for an injunction halting all activity related to the offer to purchase on Wednesday; Mylan has filed its response in the court.

Mylan’s lawyers, Meitar Liquornik Geva Leshem Tal, claim that Perrigo’s request is “a failed and foolish attempt by Perrigo executives to thwart an international acquisition… illegally and in a conflict of interest with Perrigo shareholders’ right to receive and consider an offer to sell their shares at a substantial premium.” According to Mylan, Perrigo has no standing in the matter, “and its only interest is to sabotage the takeover.”

Perrigo claims Mylan did not publish an acquisition offer for Perrigo stock according to the law in Israel. One of Perrigo’s charges is that Mylan should have published a prospectus permitted by the Israel Securities Authority, as part of an acquisition offer that also targets the Israeli public.

However, Mylan claims that it was not required to publish an Israeli prospectus in addition to the US one, since the international deal will have negligible effect on Israel. “It appears that this was the consistent position of the Israel Securities Authority until today,” Mylan wrote in its response.

Furthermore, Mylan noted that it had already submitted a request to the Israel Securities Authority in Tel Aviv to list its shares on the Tel Aviv Stock Exchange as well, and therefore would have been exempt (because of its listing on the TASE) from publishing a prospectus, even if it had been required.

“Globes” first revealed Mylan’s intention to list its shares on the local exchange in June.

In its response to the court, Mylan said its intensive negotiations with the Israel Securities Authority and the TASE were ongoing. “Mylan is working to list its shares in Israel, a listing that would add significant prestige to the Israeli stock exchange. Mylan is a leading international company, and it will be the second largest firm on the Israeli exchange.”

According to Mylan, the company even “agreed to list its shares on the stock exchange in Tel Aviv regardless of the finalization of an acquisition offer, unlike Perrigo, which conditioned its listing in Israel on the completion of the Agis acquisition.”

There is thus a potential scenario in which Mylan’s bid for Perrigo fails, and Mylan still lists its shares on the TASE (an especially positive outcome for the exchange, which gains Mylan without losing Perrigo).

At Mylan’s current share price, Perrigo’s share price in the deal is $173, a 7.6% premium, and the deal is worth a total of $25.4 billion.

Published by Globes [online], Israel business news - - on October 13, 2015

© Copyright of Globes Publisher Itonut (1983) Ltd. 2015

Mylan chairman Robert J. Coury
Mylan chairman Robert J. Coury
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