Mylan NV is reportedly undergoing some management changes after the company's acquisition of Perrigo Co. is completed. Based on the reports, the company will ask shareholders to vote on changes to its corporate governance including the nomination and election of directors. The company's announcement came as the Federal Trade Commission (FTC) finally approved its hostile bid for Perrigo with conditions.
According to a statement released on Tuesday, the Netherlands-based Mylan NV will also propose a referendum on whether to retain a Dutch structure known as a "stichting," which is an independent foundation that can help block takeover attempts. And though the company didn't specify the changes it would make on board elections, Dublin-based Perrigo Co. called Mylan's corporate governance as "vague" and an "attempt to deceive shareholders," Bloomberg Business revealed.
"Mylan merely catalogues areas where serious reform is needed, and offers highly contingent and illusory promises without any assurance that any change will ever be made," Perrigo said in the e-mailed statement.
Moreover, Perrigo CEO Joseph Papa also called Mylan's proposal as inadequate and criticized its "poor" corporate governance practices as part of its defense against the drug maker's $27 billion takeover effort. And while Perrigo's investors have until Nov. 13 to accept the offer, Perrigo is urging its shareholders to reject Mylan's offer.
Mylan's Executive Chairman Robert Coury, however, said that he was very confident that Perrigo shareholders would side with them.
"We are delighted to have received FTC clearance, making our offer for Perrigo now unconditional other than the one final step, which now rests solely in the hands of Perrigo shareholders," he said. "We are very confident that Perrigo shareholders will support this transaction by tendering their shares by 8:00 am ET on Nov. 13, 2015."
Mylan's statement came after the company received U.S. antitrust approval for its hostile bid for Perrigo Co. And under Irish law, Mylan needs 80 percent of shareholder's votes to take control of Perrigo. In addition, if the deal goes forward as Mylan envisions, the company has agreed to sell seven drugs to New Jersey-based generic pharmaceutical company Alvogen Group Inc., Reuters reported.
The drugs to be sold include bromocriptine mesylate (diabetes and Parkinson's disease), clindamycin phosphate/benzoyl peroxide (acne), liothyronine sodium (thyroid ailments) polyethylene glycol 3350 (a laxative), acyclovir (herpes), hydromorphone hydrochloride (pain), scopolamine (nausea).
Meanwhile, since both companies market generic drugs globally, the acquisition would likely harm competition in U.S. markets for seven generic pharmaceutical products. Thus, FTC issued a settlement order to preserve competition by requiring Mylan to divest the rights and assets in these product markets to Alvogen Group Inc., Street Insider noted.
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