The Board of Directors of Meda unanimously recommends that the
shareholders of Meda accept the offer made by Mylan
GÖTEBORG, Sweden -- (Business Wire)
Regulatory News:
Background
This statement is made by the Board of Directors (the “Board”) of Meda
AB (publ.) (“Meda” or the “Company”) (STO:MEDAA) (Pink
Sheets:MDABY) pursuant to Section II.19 of Nasdaq Stockholm’s Takeover
Rules (the “Takeover Rules”).
Mylan N.V., a leading global pharmaceutical company whose ordinary
shares (“Mylan Shares”) are traded on the NASDAQ Global Select Market
and the Tel Aviv Stock Exchange under the symbol “MYL”, has today
announced a public offer to the shareholders of Meda to transfer all of
their shares in Meda to Mylan for a consideration consisting of a
combination of cash and Mylan Shares (the “Offer”). Mylan is offering
each Meda shareholder:
-
in respect of 80 percent of the number of Meda shares tendered by such
shareholder, SEK 165 in cash per Meda share; and
-
in respect of the remaining 20 percent of the number of Meda shares
tendered by such shareholder:
-
(i) if the volume-weighted average sale price per Mylan Share on the
NASDAQ Global Select Stock Market for the 20 consecutive trading days
ending on and including the second trading day prior to the Offer
being declared unconditional (the “Offeror Average Closing Price”) is
greater than USD 50.74, a number of Mylan Shares per Meda share equal
to SEK 165 divided by the Offeror Average Closing Price as converted
from USD to SEK at a SEK/USD exchange rate of 8.4158
-
(ii) if the Offeror Average Closing Price is greater than USD 30.78
and less than or equal to USD 50.74, 0.386 Mylan Shares per Meda
share; or
-
(iii) if the Offeror Average Closing Price is less than or equal to
USD 30.78, a number of Mylan Shares per Meda share equal to SEK 100
divided by the Offeror Average Closing Price as converted from USD to
SEK at a SEK/USD exchange rate of 8.4158
If the aggregate number of Mylan Shares that otherwise would be required
to be issued by Mylan as described above exceeds 28,214,081 Mylan Shares
(the “Share Cap”),[1] then Mylan will have the option (in its
sole discretion) to (a) issue Mylan Shares in connection with the Offer
in excess of the Share Cap and thus pay the share portion of the Offer
consideration as described above (i.e. the 20 percent set out above),
(b) increase the cash portion of the Offer consideration (so that it
becomes larger than the 80 percent set out above) and thus
correspondingly decrease the share portion of the Offer consideration
(so that it becomes smaller than the 20 percent set out above) such that
the aggregate number of Mylan Shares issuable by Mylan in connection
with the Offer would equal the Share Cap or (c) execute a combination of
the foregoing. More information about the Offer consideration may be
found in Mylan’s announcement of the Offer. The potential adjustment to
the composition of the Offer consideration, together with illustrative
examples, will also be described in further detail in the offer document
to be prepared for the Offer.[2]
At announcement, the Offer values each Meda share at SEK 165, and the
total value of the Offer, including Meda net debt, is approximately
SEK 83.6 billion.[3]
The Offer represents a premium of:
-
approximately 9 percent compared to the 52-week intraday high of SEK
152 per Meda share on Nasdaq Stockholm on 13 April 2015 for the
52-week period up to and including 10 February 2016, the last trading
day prior to the announcement of the Offer;
-
approximately 68 percent compared to the 90 calendar day
volume-weighted average share price of SEK 98.50 per Meda share on
Nasdaq Stockholm, up to and including 10 February 2016, the last
trading day prior to the announcement of the Offer; and
-
approximately 92 percent compared to the closing share price of SEK
86.05 per Meda share on Nasdaq Stockholm on 10 February 2016, the last
trading day prior to the announcement of the Offer.
The
acceptance period of the Offer is expected to commence on 20 May 2016
and expire on 29 July 2016. Mylan has reserved the right to extend the
acceptance period and, to the extent necessary and permissible, will
do so in order for the acceptance period to cover applicable
decision-making procedures at relevant authorities.
Completion
of the Offer is conditional upon, amongst other things, Mylan becoming
the owner of more than 90 percent of the total number of shares in
Meda and the receipt of all necessary regulatory, governmental or
similar clearances, approvals and decisions, including from
competition authorities, in each case on terms which, in Mylan’s
opinion, are acceptable. Mylan has reserved the right to waive these
and other conditions for completion of the Offer.
The Board
has, at the written request of Mylan, permitted Mylan to carry out a
confirmatory due diligence review of Meda in connection with the
preparation of the Offer. In connection with such due diligence
review, Mylan has received information concerning Meda’s 2015 year-end
financial results and Meda’s internal unaudited three-year budget
covering the period 2016-2018. The 2015 year-end results will be
announced by Meda today through a separate announcement and a summary
of Meda’s internal unaudited three-year budget is set forth below.
Except for this information, Mylan has not received any non-public
price-sensitive information in connection with such review.
Stena
Sessan AB and Fidim S.r.l., who have shareholdings in Meda
representing approximately 21 percent and 9 percent, respectively, of
the total number of shares and votes in Meda, have each undertaken to
accept the Offer under separate agreements with Mylan, subject to
certain conditions. Please refer to Mylan’s announcement of the Offer
for more information about these acceptance undertakings. As a result
of Stena Sessan AB and Fidim S.r.l. having undertaken to accept the
Offer subject to certain conditions, Martin Svalstedt, Luca Rovati,
Peter Claesson and Lars Westerberg have not participated in the
Board’s decision regarding the statement by the Board in relation to
the Offer.
Each of Stena Sessan AB and Fidim S.r.l. has
also entered into a separate shareholder agreement with Mylan under
which each of Stena Sessan AB and Fidim S.r.l. has, amongst other
things, agreed not to dispose of any of its Mylan shares to any third
party during the period up to and including the 180th day following
the settlement of the Offer. Please refer to Mylan’s announcement of
the Offer for more information about these agreements.
Meda has retained Rothschild as financial adviser and Mannheimer
Swartling as legal adviser in relation to the Offer.
SEB Corporate Finance, Skandinaviska Enskilda Banken AB (”SEB Corporate
Finance”) has, at the request of the Board, provided an opinion
according to which the Offer is fair to Meda’s
Shareholders from a financial point of view (subject to the assumptions
and considerations set out in the opinion) (the “Opinion”). The Opinion
is attached to this statement.
The evaluation of the Offer by the Board
The Board’s opinion of the Offer is based on an assessment of a number
of factors that the Board has considered relevant in relation to the
evaluation of the Offer. These factors include, but are not limited to,
Meda’s present position, the expected future development of the Company
and thereto related possibilities and risks.
In the Board’s opinion, Meda has a well-defined and viable strategy
going forward, notably in relation to further organic growth of the
Dymista franchise both in Europe and the US, a strong and growing
presence in emerging markets and further margin expansion following the
integration of the Rottapharm business. However, the Board views a
combination of Meda and Mylan as positive and believes it to be
strategically merited in a rapidly consolidating market, and the share
consideration will further enable the Company’s shareholders to benefit
from the combined accelerated growth story and combination benefits.
Furthermore, these benefits enable Meda to address certain risks
associated with the Company’s current prospects. These risks include
those associated with Meda’s scale in the US market, which is not at
critical mass, macroeconomic issues in selected economies and the
inorganic growth of Meda.
The Board believes that there are a number of strategic benefits to Meda
from combining its operations with Mylan, including:
-
Significantly strengthens and diversifies commercial presence
-
Diversifies Meda’s global portfolio mix by strengthening branded
platform and creates $1bn business in attractive OTC market
-
Establishes critical mass across all commercial channels in
Europe; creates a leading U.S. specialty business; and provides
exciting platform for growth in new emerging markets
-
Enhances critical mass in key therapeutic areas
-
Complementary therapeutic presence in all regions will create a
leader in allergy and respiratory and a scale player in
dermatology, pain and GI
-
Provides opportunity to sell combined portfolio in new markets
-
Financially compelling transaction
-
Enhances size and scale with combined 2015 sales of approximately
$11.8 billion and combined 2015 adjusted EBITDA of approximately
$3.8 billion[4]
-
Substantial synergy opportunity, with approximately $350 million
of pre-tax annual operational synergies expected to be achieved by
year four after consummation of the Offer
In addition, the Board has taken into account a number of factors
including, but not limited to, that the Offer represents the premiums
set out under “Background” above, and that the Offer from Mylan is
clearly superior to the non-binding indicative interest by Mylan in 2014.
Having concluded this assessment, the Board believes that the terms of
the Offer substantially recognize Meda’s growth prospects, as well as
the risks associated with those prospects.
When evaluating the Offer, the Board has also considered that
shareholders representing approximately 30 percent of shares and votes
in Meda have undertaken to accept the Offer.
The Board has further considered the Opinion rendered by SEB Corporate
Finance, according to which the Offer is fair to Meda’s shareholders
from a financial point of view (subject to the assumptions and
considerations set out in the opinion).
Based on the above, the Board unanimously recommends the Meda
shareholders accept the Offer.
Mylan has stated the following with respect to the management and
employees of Meda:
“Mylan recognizes the exceptional capabilities and skills of Meda’s
dedicated management and employees and looks forward to welcoming these
individuals to Mylan. Further, Meda has infrastructure in a number of
markets where Mylan currently has limited resources, including Sweden.
In order to realize the synergies discussed above, the integration of
Mylan and Meda will likely entail some changes to the organization,
operations and employees of the combined group. In the period following
the completion of the Offer and following careful review of the needs of
the combined business, Mylan will determine the optimal structure of the
combined company to continue to deliver success in the future. Before
completion of the Offer it is too early to say which measures will be
taken and the impact these would have. There are currently no decisions
on any material changes to Mylan’s or Meda’s employees and management or
to the existing organization and operations, including the terms of
employment and locations of the business.”
The Board agrees with Mylan that it is too early to say what effect the
implementation of the Offer may have on Meda’s operations and employees.
The Board looks forward to learning more about Mylan’s strategic plans
for Meda and the effect these may be expected to have on employment and
the places where Meda carries on its business.
Internal unaudited three-year budget for the financial years 2016-2018
|
Profit & Loss 2016-2018
|
(SEK million)
|
|
2016
|
|
2017
|
|
2018 [5] |
Net sales
|
|
19,572
|
|
20,235
|
|
20,803
|
EBITDA
|
|
6,250
|
|
6,651
|
|
6,930
|
EBIT
|
|
2,991
|
|
3,369
|
|
3,668
|
Financial net
|
|
-847
|
|
-609
|
|
-531
|
EBT
|
|
2,144
|
|
2,760
|
|
3,137
|
Net profit
|
|
1,615
|
|
2,064
|
|
2,331
|
|
| |
| |
| |
Important Information
The Company does not as a matter of course publicly disclose projections
as to future net sales, costs, profitability or other results (beyond
certain limited projections with respect to its then-current fiscal
year) due to, among other reasons, the uncertainty, unpredictability and
subjectivity of the underlying assumptions and estimates. The
non-public, unaudited prospective financial information relating to the
Company set forth herein (the “Unaudited Prospective Financial
Information”) was initially prepared by the management of the Company,
solely as part of its internal planning processes, and subsequently
adopted by the Board of Directors of the Company on 3 December, 2015.
The Unaudited Prospective Financial Information has subsequently been
updated solely to reflect the impact of the divestment of the
manufacturing unit Euromed S.A. in Spain announced by the Company on 1
December, 2015 and 30 December, 2015. The Unaudited Prospective
Financial Information is being released today to give the Company’s
stockholders and investors access to the same non-public price-sensitive
information provided to Mylan in connection with the confirmatory due
diligence undertaken by Mylan during the preparations of Mylan’s public
offer on Meda.
The Unaudited Prospective Financial Information was not prepared with a
view towards public disclosure, nor was it prepared with a view towards
compliance with published guidelines of the U.S. Securities and Exchange
Commission, guidelines established by the American Institute of
Certified Public Accountants for preparation and presentation of
financial forecasts, generally accepted accounting principles in the
United States, International Financial Reporting Standards promulgated
by the International Accounting Standards Board (“IFRS”) or any other
comprehensive body of accounting principles. No public accounting firm
has reviewed, examined, compiled or otherwise performed any procedures
with respect to the Unaudited Prospective Financial Information and,
accordingly, no public accounting firm has expressed any opinion or
given any other form of assurance with respect thereto.
The Unaudited Prospective Financial Information is based on a number of
assumptions and estimates made as at the time of its preparation,
including with respect to Company performance, industry performance,
general business, economic, market and financial conditions and other
matters. Many of the assumptions and estimates underlying the Unaudited
Prospective Financial Information relate to matters that are difficult
to predict, are inherently subject to significant business, economic and
competitive uncertainties and contingencies and/or are beyond the
Company’s control. A number of important factors could cause the
assumptions and estimates underlying the Unaudited Prospective Financial
Information to be inaccurate and the Company’s actual future financial
performance or other indicated results to differ materially from those
indicated in the Unaudited Prospective Financial Information. Such
factors include, but are not limited to, the inherent uncertainty of
pharmaceutical research and product development, manufacturing and
commercialization, the impact of competitive products, patents, legal
challenges, government regulation and approval and Meda’s ability to
secure new products for commercialization and/or development, the
financial risks described in the Company’s 2014 annual report on pages
90-91 and the risks related to group operations described in the
Company’s 2014 annual report on pages 67-68 and other risks and
uncertainties detailed from time to time in the Company’s subsequent
interim reports, prospectuses and press releases. The Company 2014
annual report and subsequent interim reports, prospectuses and press
releases may be found on the Company’s website at http://www.meda.se.
The delivery of the Unaudited Prospective Financial Information should
not be regarded as an indication that the Company or any of its
affiliates, officers, directors, partners, advisors or other
representatives considered, or now considers, those projections to be
predictive of actual future results, and does not constitute an
admission or representation by the Company or any of its affiliates,
officers, directors, partners, advisors or other representatives that
the information is material. The Unaudited Prospective Financial
Information is not intended to be (and should not be) relied upon, and
no representation or warranty is made by any person as to the accuracy,
reliability or completeness of any of the Unaudited Prospective
Financial Information. There can be no assurance that the underlying
assumptions and estimates or projected results in the Unaudited
Prospective Financial Information will be realized, and actual results
will likely differ, and may differ materially, from those reflected in
the Unaudited Prospective Financial Information. Moreover, since the
Unaudited Prospective Financial Information covers multiple years, the
information by its nature becomes less predictive with each successive
year.
The Unaudited Prospective Financial Information includes certain
non-IFRS financial measures. Non-IFRS financial measures should not be
considered in isolation from, or as a substitute for, financial
information presented in compliance with IFRS, and non-IFRS financial
measures as used by the Company may not be comparable to similarly
titled amounts used by other companies.
The Unaudited Prospective Financial Information does not take into
account any circumstances or events occurring after the time of its
preparation. None of the Company or its affiliates, officers, directors,
partners, advisors or other representatives intends to update or
otherwise revise the Unaudited Prospective Financial Information to
reflect circumstances existing after the time of its preparation or to
reflect the occurrence of subsequent events, even in the event that any
or all of the assumptions or estimates underlying the Unaudited
Prospective Financial Information are no longer accurate or appropriate,
except as may be required by applicable law.
___________
This statement shall in all respects be governed by and construed in
accordance with substantive Swedish law. Disputes arising from this
statement shall be settled exclusively by Swedish courts.
This statement has been made in a Swedish and English version. In case
of any discrepancies between the Swedish and the English text, the
Swedish text shall prevail.
___________
Solna, February 10, 2016
Meda AB (publ.)
The Board of Directors
Meda AB discloses the information provided herein pursuant to the
Securities Markets Act and the Takeover Rules. The information was
submitted for publication on February 10, 2016 at 22:30 CET.
Additional Information
Subject to future developments, an offer document may be filed by Mylan
with the Swedish Financial Supervisory Authority (the “SFSA”) (Sw.
Finansinspektionen) and published by Mylan upon approval by the SFSA. In
addition, Mylan may file certain materials with the U.S. Securities and
Exchange Commission (the “SEC”), including, among other materials, a
Registration Statement on Form S-4. Mylan may also file an EU Prospectus
with the Netherlands Authority for the Financial Markets (the “AFM”) or
another competent EU authority. INVESTORS AND SECURITYHOLDERS OF MEDA
ARE URGED TO READ ANY DOCUMENTS FILED WITH THE SFSA, THE SEC AND THE AFM
OR ANY OTHER COMPETENT EU AUTHORITY CAREFULLY AND IN THEIR ENTIRETY (IF
AND WHEN THEY BECOME AVAILABLE) BEFORE MAKING AN INVESTMENT DECISION
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MYLAN, MEDA AND
THE OFFER. Such documents will be available free of charge through the
website maintained by the SEC at www.sec.gov,
on Mylan’s website at medatransaction.mylan.com or, to the extent filed
with the AFM, through the website maintained by the AFM at www.afm.nl,
or by directing a request to Mylan at +1 724 514 1813 or investor.relations@mylan.com.
MEDA AB (publ) is a leading international specialty pharma
company. Meda’s products are sold in more than 150 countries worldwide
and the company is represented by its own organizations in over 60
countries. The Meda share is listed under Large Cap on Nasdaq Stockholm.
Find out more, visit www.meda.se.
[1] The Share Cap will be exceeded if the Offeror Average
Closing Price is less than USD 30.78, assuming that 100 percent of the
outstanding Meda shares are tendered in the Offer.
[2] A regular annual cash dividend not exceeding SEK 2.5 per
Meda share, with declaration, record and payment dates consistent with
past practice, will not result in a reduction of the Offer
consideration. Any dividend exceeding such amount would result in a
reduction of the Offer consideration.
[3] Based on (1) a Mylan share closing price of USD 50.74 as
of 9 February 2016, (2) a SEK/USD exchange rate of 8.4158 as of 9
February 2016, (3) 365,467,371 outstanding Meda shares as of 9 February
2016 and (4) Meda net debt of SEK 23.3 billion as of 31 December 2015.
[4] Combined company figures represent an aggregation of
Mylan figures derived from financial information prepared in accordance
with generally accepted accounting principles in the US and Meda figures
derived from financial information prepared in accordance with
International Financial Reporting Standards as adopted by the EU and do
not reflect pro forma adjustments (including no elimination of
transactions between Mylan and Meda).
[5] Assumes exercise of option to acquire perpetual rights to
Betadine.
To the Board of Directors of Meda Aktiebolag (publ)
The Board of Directors of Meda Aktiebolag (publ) (“Meda”) (the “Board”)
has requested the opinion of SEB Corporate Finance, Skandinaviska
Enskilda Banken AB (”SEB Corporate Finance”) as to the fairness, from a
financial point of view, to the shareholders of Meda of the offer
consideration per Meda share (the “Offer Consideration”) proposed to be
received by such shareholders pursuant to a public offer (the “Offer”)
by Mylan N.V. (“Mylan”), comprised of cash and Mylan shares, subject to
adjustment, proration and allocation (as to which SEB Corporate Finance
expresses no opinion), which Offer is planned to be announced on
February 10, 2016.
As described to SEB Corporate Finance by the management of Meda,
pursuant to the terms of the Offer, the total implied value of the Offer
Consideration may not be less than SEK 152 (the “Floor Value”). For
purposes of its analyses and this opinion, SEB Corporate Finance has
assumed, with the Board’s consent, that the Offer Consideration will
have a total implied value per Meda share equal to the Floor Value.
In connection with the presentation of this opinion, SEB Corporate
Finance has, inter alia, reviewed a draft, provided to SEB Corporate
Finance on February 9, 2016, of the Offer press release (including the
terms and conditions of the Offer set out therein), certain publicly
available and other business and financial information relating to Meda
(including annual reports for the financial years 2013 and 2014 and the
interim report for the first nine months of 2015 and certain reports
prepared by equity analysts) as well as certain financial forecasts and
other information and data which were provided to or discussed with SEB
Corporate Finance by the management of Meda and that Meda has directed
SEB Corporate Finance to utilize for the purposes of its analyses
(including extrapolations based on certain alternative assumptions
provided by the management of Meda). In addition, SEB Corporate Finance
has held discussions with the Chairman of the Board of Meda and senior
members of the management of Meda concerning the businesses, operations,
financial position and prospects of Meda.
SEB Corporate Finance has performed discounted cash flow analyses and
“Leveraged Buy-Out” analyses of Meda. Furthermore, SEB Corporate Finance
has considered certain financial and stock exchange related information
regarding Meda in comparison with certain other companies with similar
operations and other transactions that SEB Corporate Finance considered
relevant in evaluating Meda and the Offer. SEB Corporate Finance also
has reviewed the share price development and trading activity in Meda
shares on Nasdaq Stockholm and has performed such other analyses and
studies as SEB Corporate Finance has deemed appropriate as a basis for
this opinion.
Given that the Offer Consideration only consists of up to 20 percent of
newly issued Mylan shares, and since the share portion of the Offer
Consideration is dependent on the Mylan share price immediately before
the Offer Consideration will be paid, SEB Corporate Finance’s mandate
does not include financial analyses or an opinion relating to Mylan or
the value of Mylan shares. SEB Corporate Finance has, however, reviewed
certain publicly available business and financial information relating
to Mylan (including certain reports prepared by equity analysts) for the
purposes of this opinion. In addition, SEB has considered certain
financial and stock exchange related information regarding Mylan in
comparison with certain other companies with similar operations that SEB
Corporate Finance considered relevant in evaluating Mylan. SEB Corporate
Finance also has reviewed the share price development and trading
activity in Mylan shares on the NASDAQ Global Select Stock Market.
SEB Corporate Finance has relied, without independent verification, upon
the accuracy in all material aspects of all of the financial and other
information and data publicly available or provided to or otherwise
reviewed by or discussed with SEB Corporate Finance and upon the
assumption that no information of material importance to the evaluation
of Meda’s future earnings capacity or for SEB Corporate Finance’s
assessment in general has been omitted.
With respect to financial forecasts and other information and data
provided to or otherwise reviewed by or discussed with SEB Corporate
Finance by the management of Meda, SEB Corporate Finance has been
advised by such management, and SEB Corporate Finance has assumed, that
such financial forecasts and other information and data (including
extrapolations thereto) were reasonably prepared on bases reflecting the
best currently available estimates and judgments of such management as
to the future financial performance of Meda and the other matters
covered thereby. With respect to the publicly available research
analysts’ estimates relating to Meda reflected in such financial
forecasts and other information and data and publicly available research
analysts’ estimates relating to Mylan, SEB Corporate Finance has assumed
that they reflect reasonable estimates and judgments as to, and are a
reasonable basis upon which to evaluate, the future financial
performance of Meda, Mylan and the other matters covered thereby. SEB
Corporate Finance further has assumed that the financial results
reflected in the financial forecasts and other information and data
utilized in its analyses will be realized at the times and in the
amounts projected. SEB Corporate Finance has assumed that any
adjustments, prorations or allocations of the Offer Consideration would
not be meaningful in any material respect to its analyses or this
opinion.
SEB Corporate Finance has not conducted any due diligence in order to
verify the accuracy of received or reviewed information, and has not
made any independent evaluation or assessment of the assets and
liabilities (contingent, off-balance sheet or otherwise) of Meda, Mylan
or any other entity nor has made any physical inspection of the
properties or assets of Meda, Mylan or any other entity. SEB Corporate
Finance has assumed that the Offer will be consummated in accordance
with its terms and in compliance with all applicable laws, documents and
other requirements, without waiver, modification or amendment of any
material term, condition or agreement, and that, in the course of
obtaining the necessary governmental, regulatory or third party
approvals, consents, releases, waivers and agreements for the Offer, no
delay, limitation, restriction or condition, including any divestiture
requirements, amendments or modifications, will be imposed or occur that
would be meaningful in any respect to SEB Corporate Finance’s analyses
or this opinion. Representatives of Meda have advised SEB Corporate
Finance, and SEB Corporate Finance has assumed, that the final terms and
conditions of the Offer will not vary materially from those set forth in
the draft of the Offer press release reviewed by SEB Corporate Finance.
SEB Corporate Finance is not expressing any opinion with respect to
accounting, tax, regulatory, legal or similar matters and it has relied
upon the assessments of representatives of Meda as to such matters.
This opinion does not address any terms (other than the Offer
Consideration to the extent expressly specified herein) or other aspects
or implications of the Offer, including, without limitation, the form or
structure of the Offer, the form of the Offer Consideration or any
terms, aspects or implications of any shareholders’, non-competition,
non-solicitation, non-hire or non-disruption or other agreement,
arrangement or understanding to be entered into in connection with or
contemplated by the Offer or otherwise. SEB Corporate Finance’s
assignment does not include expressing an opinion on the underlying
business decision of Meda to effect the Offer, the relative merits of
the Offer as compared to any alternative business strategies that might
exist for Meda, including whether any other transaction would
potentially be more favorable for the shareholders of Meda, or the
effect of any other transaction in which Meda might engage. Furthermore,
SEB Corporate Finance has not been asked by the Board to, and it did
not, participate in the negotiation or structuring of the Offer or
explore the possibility of any offer from another party as regards Meda
or any part thereof. SEB Corporate Finance also expresses no view as to,
and this opinion does not address, the fairness (financial or otherwise)
of the amount or nature or any other aspect of any compensation to any
officers, directors or employees of any parties to the Offer, or any
class of such persons, relative to the Offer Consideration or otherwise.
SEB Corporate Finance’s opinion is based upon current market, economic,
financial and other conditions as in effect on, and upon the information
made available as of, the date hereof. Any change in such conditions or
information may require a revaluation of this opinion. Although
subsequent developments may affect this opinion, SEB Corporate Finance
has no obligation to update, revise or reaffirm this opinion. This
opinion does not include any assessment as to the actual value of Mylan
shares when issued or the prices at which Meda shares, Mylan shares or
any other securities will trade or otherwise be transferable at any
time, including following announcement or consummation of the Offer.
Skandinaviska Enskilda Banken AB (“SEB”) is a leading bank in the Nordic
market and offers Meda and other clients various financial services,
including providing and arranging loans. Furthermore, SEB has operations
within securities trading and brokerage, equity research and corporate
finance. In the ordinary course of business within securities trading
and brokerage, SEB or any of its affiliates may, at any point in time,
hold long or short positions in, and may for its own or its clients’
accounts trade in, the shares and other securities issued by Meda or
Mylan.
As a result of its position in the Nordic market, other parts of SEB,
apart from SEB Corporate Finance, are at any point in time, engaged in
business with Meda, and SEB Corporate Finance has provided, and may at
any point in time provide, financial advice to Meda regarding other
transactions. As the Board is aware, SEB, including SEB Corporate
Finance, and its affiliates in the past have provided, currently are
providing and in the future may provide investment banking, commercial
banking and other similar financial services to Meda and its affiliates
unrelated to the proposed Offer, for which services SEB and its
affiliates have received and expect to receive compensation, including,
during the past two years, having acted or acting as (i) lead manager
for a rights issue of Meda and (ii) administrative agent for, and as a
lender under, a credit facility of Meda. Although SEB and its affiliates
had not provided investment banking, commercial banking and other
similar financial services to Mylan during the past two years for which
SEB or its affiliates received or expect to receive compensation, SEB
and its affiliates may provide such services to Mylan and its affiliates
in the future, for which services SEB and its affiliates would expect to
receive compensation.
SEB Corporate Finance will receive a fixed fee for this opinion,
irrespective of the outcome of the Offer. In addition, Meda has agreed
to reimburse SEB Corporate Finance’s expenses and to indemnify SEB
Corporate Finance against certain liabilities arising out of its
engagement.
SEB Corporate Finance’s advisory services and this opinion are provided
for the information of and assistance to the Board in connection with
its consideration of the Offer and does not constitute a recommendation
as to whether the shareholders of Meda should accept the Offer or how
any such shareholder should act on any matters relating to the proposed
Offer or otherwise.
Based upon the foregoing and such other matters that SEB Corporate
Finance deems relevant, it is SEB Corporate Finance’s opinion that, as
of the date hereof, the Offer Consideration to be received in the Offer
by shareholders of Meda is fair, from a financial point of view, to such
shareholders.
Stockholm, February 10, 2016
SEB Corporate Finance, Skandinaviska Enskilda Banken AB (publ)
This information was brought to you by Cision http://news.cision.com
View source version on businesswire.com: http://www.businesswire.com/news/home/20160210006691/en/
Contacts:
Meda
Peter von Ehrenheim, +46 733-666 599
Member of
the Board
Source: MEDA
© 2024 Canjex Publishing Ltd. All rights reserved.