Three ways takeover battle: Mylan invokes “poison pill” to block Teva hostile takeover

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Dutch Stichting Foundation notified Mylan that it has exercised its call option to acquire 488, 388, 431 Mylan preferred shares pursuant to the Call Option Agreement, dated April 3, 2015, between Mylan and the Foundation.

In the Stichting fund today announcement that it would activate a “poison pill” to prevent the attempt to take over Mylan, it said: “The Stichting Preferred Shares Mylan has formed its independent judgment that Mylan N.V.’s best interests and those of its broader stakeholder constituencies are at risk as a consequence of the uncertainty and threats associated with a possible takeover of Mylan by Teva Pharmaceutical Industries Ltd. The Stichting has come to this conclusion on the basis of the hostile character of Teva’s approach, as well as an extensive review of public filings, press statements and investor presentations by both Teva and Mylan, and input received from numerous industry experts, suppliers, customers, consumer groups, patient associations, NGOs and similar Mylan stakeholder groups.”

The Dutch fund said that the measure was in the interests of Mylan’s shareholders. It said it would not continue holding preferred shares in Mylan longer than necessary.

Teva will now have to petition the commercial court in the Netherlands.

Teva offered to acquire Mylan for $40.1 billion. Mylan’s management and board of directors rejected the offer, claiming that the regulators would oppose the deal, with Mylan chairman Robert Coury severely criticizing Teva’s corporate governance and management.

Teva’s initial offer in April was contingent on Mylan dropping its bid for Perrigo. Mylan instead raised its offer for the Dublin-based company to $32.7 billion, its third proposal to be rebuffed.

Teva has spent $1.5 billion on buying 4.6% of Mylan’s shares in recent months in an attempt to make progress in its takeover. A Mylan shareholders meeting is scheduled for next month to decide whether or not to accept the deal.

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