Health and Healthcare

Is the Teva and Mylan Merger Fight Going to Turn Away Shareholders?

Teva Pharmaceutical Industries Ltd. (NYSE: TEVA) is trying to transform itself by making its generics business even larger if it can pull off its desire to acquire Mylan N.V. (NASDAQ: MYL). The deal would merge the $36 billion market value of Mylan up into the $51 billion or so value of Teva. The deal is not without controversy, and Mylan is trying to fend off the buyout efforts handily here.

Why this matters to 24/Wall St. is not just one issue. Teva already claims to be the number one company in the world in generic medicines. The cost of generics for consumers has already risen. We also live in a more strict regulatory environment when it comes to mergers, and this is a cross-border effort. We recently renamed it back to the list of ten companies to own for the next decade.

A fresh letter has been sent from Teva’s Erez Vigodman and Yitzhak Peterburg to Mylan’s Robert Coury. The move to acquire Mylan is also contingent that Mylan dumps its bid to acquire Perrigo Company (NYSE: PRGO), which would bring a $40 billion to Mylan shareholders.

Teva’s 2014 revenue was $20.27 billion, with operating income and net income of $3.05 billion. Mylan’s 2014 revenue was $7.72 billion with operating income of $1.35 billion and net income of $929.4 million. What is interesting is that Teva has been acquiring shares of Mylan, something generally frowned upon when companies are trying to acquire each other.

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Teva accused Mylan of creating a desperate attempt to prevent this merger from happening. The actions and commentary were on refusing to allow stockholders to consider the Teva proposal, refusing to offer Mylan stockholders the complete information, and even how the company is governed. Three quotes from the filing on these specific matters are as follows:

You have continued to take steps towards a vote on the Perrigo transaction while pretending that a more attractive and valuable option does not exist. You have been quoted as saying in analyst meetings that you intend to put your stockholders in a “tough place” by forcing them to consider the Perrigo transaction without allowing them to consider the Teva proposal.

You are asking your stockholders to vote on the Perrigo transaction with a lack of transparency, depriving them of a fair and honest financial analysis of the Teva proposal as compared to the proposed Perrigo transaction. At the same time, you continue to make confounding statements about wanting to be acquired by Novartis or Pfizer.

You have repeatedly said that the Mylan board is able and willing to use Mylan’s unprecedented governance structure to prevent a serious buyer from succeeding in a transaction. These statements are both inconsistent with Dutch corporate governance standards and misleading to Mylan’s stockholders. Your comments are merely aimed at frustrating Teva and denying your stockholders the ability to consider the Teva proposal.

Another accusation is that Mylan has put Teva in a negative light around the deal, while Teva claims to be stronger than ever. Teva even expects there to be no regulatory hurdles to the deal. It said:

Teva’s acquisition of Mylan shares is in compliance with applicable law. We have conferred with the U.S. antitrust authorities and have been given no reason to believe that our purchases violate the Hart-Scott-Rodino Act or any other U.S. antitrust laws. In the meantime, we note that you have been saying you are a Dutch company when you believe it helps you create unprecedented governance structures, a U.K. company when it helps you lower your U.S. taxes and a U.S. company when you believe it helps you prevent Teva from purchasing Mylan shares.

It is not anywhere close to a usual situation for a three company merger fight, particularly when they involve large companies and covering more than two international borders.

Teva shares closed down 0.8% at $60.15 with a 52-week range of $47.36 to $68.75; Mylan shares closed down 0.66% at $73.65 against a 52-week range of $44.80 to $76.69.

Teva is taking on some risk here. It is not so much risk that we would remove it from the 10 stocks to own for the next decade, but this could be a game-changer for the generic drug sector and for the companies that dominate the generic drugs market. Mylan is also taking a risk here. It is hard to call this a damaging move for shareholders, because it is still somewhat early in the deal process and international deals which are deemed hostile are harder to predict. Still, shareholders do not like uncertainty — and long-term investors do not like it when they cannot identify what their company is going to look like down the road.

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