Mylan (MYL) Sends Letter to Teva (TEVA)

June 1, 2015 4:02 PM EDT

On June 1, 2015, Mylan (NASDAQ: MYL) sent a letter to Teva Pharmaceutical Industries Ltd. (NYSE: TEVA) Chief Executive Officer Erez Vigodman with a copy to the Chairman of the Teva Board of Directors Prof. Yitzhak Peterburg. The full text of the letter is set forth below:

June 1, 2015

Erez Vigodman
Chief Executive Officer
Teva Pharmaceutical Industries, Ltd.
5 Basel St.
P.O. Box 3190
Petach Tikva, Israel 49131

Prof. Yitzhak Peterburg

Chairman of the Board of Directors

Dear Erez,
I write on behalf of the Mylan N.V. Board of Directors. In light of recent events we are compelled to ask you and the Teva board for unequivocal clarification with respect to the following.

We met on April 24, 2015, and almost six weeks have passed since Teva’s public and unsolicited, non-binding expression of interest on April 21, 2015, yet there still is no clarity on whether or not Teva will make an actual offer to acquire Mylan and, if so, the timing, terms or conditions thereof.

Instead, Teva has engaged in a pattern of making noncommittal, unclear, inaccurate, and non-specific statements to shareholders, analysts and the press regarding its intentions/plans with respect to Mylan, and continues to tell the same constituencies that there is a clear pathway for Teva to close a transaction with Mylan in a short timeframe and thereafter obtain control in a relatively short period. We both know that these statements are inaccurate and misleading.

As we have previously announced, a Mylan shareholders’ meeting (EGM) will be held early in the third quarter to obtain shareholder approval for our transaction with Perrigo. You will appreciate that it is very important to the shareholders of Mylan that they are able to cast their votes in a fair, informed and undisturbed manner. We cannot allow our shareholders’ interests to be hijacked and we need to safeguard Mylan, its business, strategy and mission, and its stakeholders against Teva’s meddling in our affairs and improperly influencing the vote of Mylan shareholders by holding out an expression of interest, mischaracterizing its ability to execute on that interest, all while failing to commit to an actual offer and without providing meaningful and specific information on its strategic intentions and the consequences of a real offer were it to materialize. The uncertainty based on Teva’s expression of interest which surrounds Mylan at present not only significantly affects our business, mission and strategy but also adversely impacts our shareholders, employees, business partners, customers, and the patients who rely on Mylan products and the communities in which Mylan is involved. The conduct of Teva has caused significant unrest and uncertainty within these groups and the continuation of Mylan’s longstanding strategy is threatened by Teva’s seemingly deliberate and uncertain expression of interest -- which can be withdrawn by Teva at any moment -- coupled with Teva’s pattern of saying different things to different people about what it might and might not do. In addition, it is important that ‑ if Teva intends to make a formal offer ‑ the Mylan shareholders and other stakeholders - and all other relevant parties involved - should have sufficient time to review and assess it and the timing of an offer (if any) should obviously not disrupt the fair, informed voting by our shareholders at the EGM.

While these dealings alone cause us great concern, we also learned that Teva acquired shares in Mylan in excess of the USD 76.3 million threshold under the US anti-trust rules. We believe Teva’s acquisition of Mylan shares violates the U.S. antitrust laws. Further, Teva has chosen to remain silent on its intentions with respect to using those shares. We consider Teva’s stakebuilding as a further indication of its intention to meddle with our business, strategy and mission while remaining unclear as to its actual intentions.

In light of the above, Teva’s actions can only be considered to be a thinly veiled attempt to frustrate our Board’s clearly articulated, consistent and successful strategic direction, including the vote at the EGM on our pending acquisition of Perrigo. It is time for Teva and its Board to stop playing games with our company, its business, mission and strategy and its stakeholders.

If Teva’s Board wishes to pursue an actual formal committed binding offer (as we have done for Perrigo), then our Board will assess such an offer carefully in line with its duties and in light of the considerations outlined in my April 27, 2015 letter to you. Short of that, Teva and its Board must stop pursuing what amounts to nothing more than an illusory alternative for our shareholders to the Perrigo transaction (as there is no formal offer or clear path to completion for a Teva transaction) and figure out a solution to Teva’s profound strategic issues (including among them Teva’s impending Copaxone® cliff) that does not involve Mylan.
Best regards,
/s/ Robert J. Coury
Robert J. Coury
Executive Chairman

Mylan N.V. Board of Directors

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