Teva提交關於擬議收購Mylan的哈特-斯科特-羅迪尼通知15年4月23日Business Wire (美國商業資訊)--Teva Pharmaceutical Industries Ltd. (NYSE:TEVA)(TASE:TEVA)今日宣佈，已根據1976年《哈特-斯科特-羅迪尼反托辣斯促進法》(HSR)的規定，就其擬議收購Mylan N.V.(NASDAQ: MYL)事宜向美國司法部反壟斷局和聯邦貿易委員會提交合併前通知。之前Teva已於2015年4月21日宣佈，計畫以每股82美元的價格收購Mylan，對價中現金和股份約各占一半。Teva對Mylan報價隱含的股權價值約430億美元，企業價值約500億美元。Teva董事會和管理層致力於儘快完成該交易。該收購報價將為Teva的股東帶來豐厚的策略和經濟利益，同時也為Mylan的股東提供可觀的溢價和股票價值，以及分享新公司龐大成長潛力的機會，新公司將為全球學名藥產業帶來變革，並以此確立其在製藥工業的獨特領先地位。Teva已與其顧問仔細研究了Teva和Mylan合併將涉及的監管事宜，相信公司能夠設計出不包含重大交割障礙的交易結構，而且在必要時，可確定並及時實施撤資，以獲得監管批准。Teva打算與反壟斷機構通力合作，預料交易可在2015年底前完成。Teva的報價比2015年4月8日公佈的Mylan擬議收購Perrigo Company plc (NYSE和TASE: PRGO)的報價更有吸引力，而且對於Mylan本身也更具吸引力。Teva的報價將為Mylan股東帶來相對2015年4月7日(即有關Mylan針對Perrigo未受邀請報價新聞發佈前的最後交易日)Mylan股價37.7%的溢價，相對2015年3月10日(即有關Teva與Mylan交易的市場傳言廣泛傳播前的最後交易日)Mylan未受影響股價48.3%的溢價。Teva現已聘請英國巴克萊銀行(Barclays)和Greenhill & Co.擔任其財務顧問，凱易國際律師事務所(Kirkland & Ellis LLP)和Tulchinsky Stern Marciano Cohen Levitski & Co擔任其法律顧問，而荷蘭黑石律師事務所(De Brauw Blackstone Westbroek N.V.)和荷蘭隆路律師事務所(Loyens & Loeff N.V.)擔任其荷蘭法律顧問。
關於TevaTeva Pharmaceutical Industries Ltd. (NYSE:TEVA)(TASE:TEVA)是一家領先的全球製藥公司，每日為數百萬病患提供以病人為中心的優質醫療解決方案。Teva總部位於以色列，是全世界最大的學名藥生產商，利用其1000多種活性分子生產各式各樣的學名藥，幾乎涵蓋各個治療領域。在特殊藥品領域，Teva在創新性治療疼痛等中樞神經系統疾病方面居於世界領先地位，同時擁有強大的呼吸系統藥物組合。Teva的全球研發部門整合了學名藥與特殊藥品，透過將藥物開發能力與器材、服務和科技相結合，創造新方式來解決病患未獲滿足的需求。2014年，Teva的淨利潤共計203億美元。更多相關資訊請造訪www.tevapharm.com.
Mylan planning new offer for Perrigo in the near term Everett Rosenfeld | @Ev_Rosenfeld Wednesday, 22 Apr 2015 | 10:01 AM ET After its unsolicited takeover bid was denied Tuesday, Mylan plans to make a new offer for Perrigo in the near term, according to a source familiar with the matter. Earlier this month, Mylan offered to buy Perrigo for $205 per share in cash and stock. Perrigo said Tuesday that previous offer substantially undervalues the company. A new bid from Mylan will include firm financing commitments, and firm commitments to move ahead with a deal, sources said. Read MorePerrigo board unanimously rejects Mylan proposal Following CNBC's first reporting of that new development in Mylan's plans, Perrigo's stock rose from 1.5 percent up on the day to about a 3 percent gain from the open. Mylan's stock, meanwhile, went from slightly up on the day, to a slight loss, following CNBC's report. WIN-Initiative | Getty ImagesPosted 29 Dec 09 Earlier Tuesday, Reuters reported that Perrigo was set to reject the $29 billion offer from Mylan, as it tackles an unsolicited offer from Israeli drugmaker Teva Pharmaceutical. Perrigo, which has a large and attractive portfolio of over-the-counter consumer products, infant formulas and a line of generic topical pharmaceutical medicines, has long been seen as a takeover target.
Teva-Mylan-Perrigo: Merger Mania In Pursuit Of Generic Margins 4/22/2015 @ 9:35
1. This is now the Spring of offers and counter-offers with the prices for generic drug makers setting new highs. Yesterday the Teva (TEVA) $82 per share offer for Mylan MYL +1.81% (MYL) is sure to be raised and the Perrigo 's (PRGO) rebuff of Mylan's $205 per share offer will have similar considerations.
2. Every man, woman and child in the U.S. will eventually take a pill manufactured by the new entity if Teva is successful in its pursuit of Mylan
3. Given the Hart-Scott-Rodino Act, the Federal Trade Commission (FTC) will certainly require divestiture of assets in any generic combination. This will most certainly allow for a top down restructuring to the winners of this merger gambit retaining the highest margin products and divisions while divesting lower margin legacy products. Teva Pharmaceuticals CFO Eyal Desheh, second left, Chairman Dr. Phillip Frost, third left, and CEO Jeremy Levin, fourth left, applaud during opening bell ceremonies of the New York Stock Exchange Wednesday, May 30, 2012. The Israeli company said last week it expects weaker sales of generic drugs, which bring in most of its revenue, and of brand-name products, which has become a priority for Teva in recent years and drove its recent $6.8 billion acquisition of Cephalon Inc. (AP Photo/Richard Drew) Prescription drugs are a $271 billion dollar business in the U.S. The generic market, once considered to be the low-cost, low-profit drug business has become highly profitable as generic manufacturers close the price gap between their products and more expensive exclusive drugs. Today 80% of U.S. prescriptions are written for generics and whatever Teva/Mylan/Perrigo merger is concluded, a combined company could control almost a quarter of the unbranded generic market which could equate to more than $50 billion in sales. Just looking at the Teva/Mylan merger it could eventually result in the fourth largest pharmaceutical company by revenue worldwide, edging out Pfizer PFE +1.23% and trailing only Johnson & Johnson JNJ +0.03%, Novartis and Roche . While the recent trend has been for companies to merge so they gain advantage under global tax codes, using a Teva/Mylan merger as an example it would most certainly focus on a business structure that would gain margin advantage with FTC consent/agreement on divestitures. Because the merged company would be so huge, it would have to shed some products and business lines to gain approval. In this case it would make sense for Teva comply by shedding low-margin drugs while retaining high-margin drugs. By doing so Teva's revenue would of course decline but so would operating costs, and with margins increased, this would provide an overall boost to EPS. Let's not forget that any required divestiture/spinoff could also yield Teva a one-time cash injection from the elimination of lower-margin assets. Additionally, if these two companies were to merge, the merged company could displace Pfizer as the fourth largest pharmaceutical manufacturer in the world, leaving Johnson & Johnson as the only U.S. company in the top five. Teva, Mylan and Perrigo are all well-managed companies that make safe and reliable products. However, in an industry where the elimination of redundant infrastructure is instantly accretive to the bottom line this becomes almost a necessity to ensure sustained double digit earnings growth in today's healthcare industry model.
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