Supplement to the Offer Document in respect of Mylan s offer to the shareholders of Meda

Transcription

1 Supplement to the Offer Document in respect of Mylan s offer to the shareholders of Meda

2 Important information For certain definitions, please see page 1 of this Supplement. Capitalized terms used but not defined in this Supplement shall have the meanings assigned to them in the Offer Document. This Supplement has been prepared in Swedish and English. In the event of any discrepancy in content between the language versions, the Swedish version shall prevail. The Offer, the Offer Document and this Supplement are governed by and construed in all respects in accordance with the substantive laws of Sweden, without regard to any conflict of law principles leading to the application of laws of any other jurisdiction. The Takeover Rules and the Swedish Securities Council s rulings and statements on the application and interpretation of the Takeover Rules apply to the Offer. In accordance with the Takeover Act, Mylan has contractually undertaken towards Nasdaq Stockholm to comply with the rules established by Nasdaq Stockholm for such offers and submit to any sanctions that Nasdaq Stockholm can impose on Mylan in the event of a breach of the Takeover Rules. On February 10, 2016, Mylan informed the SFSA about the commitment to Nasdaq Stockholm. Any dispute regarding the Offer, or which arises in connection with the Offer, the Offer Document or this Supplement, shall be settled exclusively by Swedish Courts, and the City Court of Stockholm shall be the court of first instance. The information in this Supplement is only provided in contemplation of the Offer and may not be used for any other purpose. There is no guarantee that the information provided in this Supplement is current as of any date other than the date of the publication of this Supplement or that there have not been any changes in Mylan s or Meda s business since that date. If the information in this Supplement becomes subject to any material change, such material change will be made public in accordance with the provisions of the Trading Act, which governs the publication of supplements to the Offer Document. Forward-looking statements This Supplement contains forward-looking statements. Such forward-looking statements may include, without limitation, statements about Mylan s proposed transaction to acquire Meda (the Transaction ), the Offer, Mylan s acquisition (the EPD Transaction ) of Mylan Inc. and Abbott Laboratories non-u.s. developed markets specialty and branded generics business (the EPD Business ), the benefits and synergies of the EPD Transaction and the Transaction, future opportunities for Mylan, Meda, or the combination of Mylan and Meda if the Offer is completed (the Combined Company ) and products and any other statements regarding Mylan s, Meda s or the Combined Company s future operations, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competition, and other expectations and targets for future periods. These may often be identified by the use of words such as will, may, could, should, would, project, believe, anticipate, expect, plan, estimate, forecast, potential, intend, continue, target and variations of these words or comparable words. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: uncertainties related to the Transaction, including as to the timing of the Transaction, uncertainties as to whether Mylan will be able to complete the Transaction, the possibility that competing offers will be made, the possibility that certain conditions to the completion of the Offer will not be satisfied, and the possibility that Mylan will be unable to obtain regulatory approvals for the Transaction or be required, as a condition to obtaining regulatory approvals, to accept conditions that could reduce the anticipated benefits of the Transaction; the ability to meet expectations regarding the accounting and tax treatments of the Transaction and the EPD Transaction, changes in relevant tax and other laws, including but not limited to changes in the U.S. tax code and healthcare and pharmaceutical laws and regulations in the U.S. and abroad; the integration of the EPD Business and Meda being more difficult, time-consuming, or costly than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients, or suppliers) being greater than expected following the EPD Transaction and the Transaction; the retention of certain key employees of the EPD Business and Meda being difficult; the possibility that Mylan may be unable to achieve expected synergies and operating efficiencies in connection with the EPD Transaction and the Transaction within the expected time-frames or at all and to successfully integrate the EPD Business and Meda; expected or targeted future financial and operating performance and results; the capacity to bring new products to market, including but not limited to where Mylan uses its business judgment and decides to manufacture, market, and/or sell products, directly or through third parties, notwithstanding the fact that allegations of patent infringement(s) have not been finally resolved by the courts (i.e., an at-risk launch ); any regulatory, legal, or other impediments to Mylan s ability to bring new products to market; success of clinical trials and Mylan s ability to execute on new product opportunities; any changes in or difficulties with Mylan s inventory of, and its ability to manufacture and distribute, the EpiPen Auto-Injector to meet anticipated demand; the scope, timing and outcome of any ongoing legal proceedings and the impact of any such proceedings on financial condition, results of operations and/or cash flows; the ability to protect intellectual property and preserve intellectual property rights; the effect of any changes in customer and supplier relationships and customer purchasing patterns; the ability to attract and retain key personnel; changes in third party relationships; the impact of competition; changes in the economic and financial conditions of the businesses of Mylan, Meda or the Combined Company; the inherent challenges, risks, and costs in identifying, acquiring, and integrating complementary or strategic acquisitions of other companies, products or assets and in achieving anticipated synergies; uncertainties and matters beyond the control of management; and inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements, and the providing of estimates of financial measures, in accordance with accounting principles generally accepted in the United States of America ( U.S. GAAP ), International Financial Reporting Standards ( IFRS ) and related standards or on an adjusted basis. For more detailed information on the risks and uncertainties associated with Mylan s business activities, see the risks described in Mylan s Annual Report on Form 10-K for the year ended December 31, 2015, its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016 and its other filings with the U.S. Securities and Exchange Commission (the SEC ). These risks and uncertainties also include those risks and uncertainties that are discussed in the Offer Document, the Registration Statement on Form S-4 which was filed with the SEC on April 11, 2016, as amended (the Registration Statement ), and the EU Prospectus that was approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the AFM ) and published on June 16, 2016 (the EU Prospectus ). You can access Mylan s filings with the SEC through the SEC website at and Mylan strongly encourages you to do so. Mylan undertakes no obligation to update any statements herein for revisions or changes after the publication date of this Supplement, except as required by law. Additional Information The Offer, pursuant to the terms and conditions presented in Mylan s offer announcement dated February 10, 2016 and in the Offer Document, is not being made to persons whose participation in the Offer requires that an additional offer document or prospectus be prepared or registration effected or that any other measures be taken in addition to those required under Swedish law (including the Takeover Rules), Dutch law, Danish law, Irish law, United Kingdom law and U.S. law. The distribution of the Offer Document, this Supplement and any related Offer documentation in certain jurisdictions may be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this Supplement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Therefore, persons who receive this Supplement (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Mylan disclaims any responsibility or liability for the violations of any such restrictions by any person. The Offer is not being made, and the Offer Document and this Supplement may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Hong Kong, Japan, Canada, New Zealand or South Africa, or any other jurisdiction in which the making of the Offer, the distribution of the Offer Document or this Supplement or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law (including the Takeover Rules), Dutch law, United Kingdom law, Danish law, Irish law and U.S. law. Further information In connection with the Offer, Mylan has filed certain materials with the SEC, including, among other materials, the Registration Statement. Mylan has also filed the EU Prospectus with the AFM. This Supplement is not intended to be, and is not, a substitute for such documents or for any other document that Mylan may file with the SEC, the AFM or any other competent EU authority in connection with the Offer. INVESTORS AND SECURITYHOLDERS OF MEDA IN SWEDEN AND INVESTORS AND SECURITYHOLDERS OF MEDA IN THE EUROPEAN ECONOMIC AREA BUT OUTSIDE OF SWEDEN ARE URGED TO READ THE OFFER DOCUMENT AND ANY SUPPLEMENT THERETO, OR THE EU PROSPECTUS AND ANY SUPPLEMENT THERETO, AS APPLICABLE, CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING AN INVESTMENT DECISION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT MYLAN, MEDA AND THE OFFER. INVESTORS AND SECURITYHOLDERS OF MEDA OUTSIDE THE EUROPEAN ECONOMIC AREA 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 BEFORE MAKING AN INVESTMENT DECISION BECAUSE THEY WILL EACH CONTAIN IMPORTANT INFORMATION ABOUT MYLAN, MEDA AND THE OFFER. Such documents are or upon publication will be available free of charge through the website maintained by the SEC at on Mylan s website at medatransaction.mylan.com or, to the extent filed with the AFM, through the website maintained by the AFM at or by directing a request to Mylan at +1 (724) or investor.relations@mylan.com. Any materials filed by Mylan with the SFSA, the SEC, the AFM or any other competent EU authority that are required to be mailed to Meda shareholders will also be mailed to such shareholders. A copy of this Supplement will be available free of charge at the following website: medatransaction.mylan.com. Non-IFRS financial measures This Supplement contains non-ifrs financial measures. Non-IFRS financial measures should be considered only as a supplement to, and not as a substitute for or as a superior measure to, financial measures prepared in accordance with IFRS. Special notice to shareholders in the United States This Offer is made for the securities of a foreign company. The Offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Certain financial statements included or incorporated by reference in the document, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of U.S. companies. It may be difficult for investors to enforce their rights and any claim they may have arising under the federal securities laws, since Meda is incorporated in Sweden and Mylan is incorporated in the Netherlands, and some or all of their respective officers and directors may be residents of a foreign country. Investors may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court s judgment. Investors should be aware that Mylan may purchase securities otherwise than under the Offer, such as in open market or privately negotiated purchases. i

3 Contents Supplement to Offer Document... 1 Supplement to Information about Meda... 2 Addresses ii

4 Supplement to Offer Document This document (this Supplement ) constitutes a supplement to the offer document prepared by Mylan N.V. ( Mylan ) in connection with Mylan s public offer to the shareholders of Meda Aktiebolag (publ.) (the Offer and Meda, respectively), which offer document was approved and registered by the Swedish Financial Supervisory Authority (Finansinspektionen, the SFSA ) on June 16, 2016 (SFSA reg. No ) (the Offer Document ). This Supplement has been prepared pursuant to Chapter 2 a, section 11 (citing Chapter 2, section 34) of the Swedish Financial Instruments Trading Act (SFS 1991:980) by reason of Meda having made public on July 21, 2016 its interim report for the period January-June Meda s interim report for the period January-June 2016 is included in this Supplement. This Supplement was approved and registered by the SFSA on July 21, 2016 (SFSA reg. No ), and published by Mylan on the same date. This Supplement forms part of, and must be read together with, the Offer Document. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Offer Document. The Offer Document and this Supplement are available on Mylan s transaction website (medatransaction.mylan.com), Handelsbanken s webpage for prospectuses and offer documents ( and the SFSA s website ( Meda shareholders who prior to the publication of this Supplement have accepted the Offer have the right to withdraw their acceptances. To be valid, such withdrawal must have been received in writing by Handelsbanken (address: Handelsbanken Capital Markets, HCXS-O/Issue Department, SE Stockholm, Sweden) before the later of (i) the end of July 28, 2016 (five working days from the publication of this Supplement); or (ii) Mylan having announced that the conditions for the completion of the Offer have been satisfied or, if such announcement has not been made during the acceptance period, by (CET) on the last day of the acceptance period (July 29, 2016). If conditions to the Offer, which Mylan has reserved the right to waive, continue to apply during an extension of the Offer, the right to withdraw an acceptance will apply in the same manner throughout any such extension of the Offer. Meda shareholders whose shares are nominee registered wishing to withdraw acceptance shall do so in accordance with instructions from the nominee. For detailed terms and conditions as well as other information about the Offer, please refer to the Offer Document, which is available on the above-mentioned websites. 1

5 Supplement to Information about Meda The information below is a summary of Meda s unaudited financial results for the six month periods ended June 30, 2016 and 2015 and financial position as of June 30, 2016 and 2015 and December 31, 2015, based on Meda s unaudited interim report for January-June 2016 made public on July 21, 2016 and prepared in accordance with IFRS as adopted by the EU, as interpreted by the IFRS Interpretations Committee (IFRS IC), the Swedish Annual Accounts Act (1995:1554) and the Swedish Financial Reporting Board s standard RFR 1 Supplementary Accounting Rules for Groups. Unless otherwise stated, amounts are presented in SEK millions. The tables on pages of the Offer Document are supplemented with the information below. Consolidated income statement January-June SEK million Net sales 9,330 9,735 Cost of sales -3,624-3,723 Gross Profit 5,706 6,012 Other income Selling expenses -2,134-2,084 Medicine and business development expenses -2,056-1,942 Administrative expenses Operating profit 953 1,468 Finance income Finance cost Net financial items Profit after financial items Tax Net income Earnings attributable to: Parent company shareholders Non-controlling interests 0 0 Earnings per share Basic, SEK Diluted, SEK Average number of shares Basic (thousands) 365, ,467 Diluted (thousands) 365, ,467 Actual number of shares at year-end Basic (thousands) 365, ,467 Diluted (thousands) 365, ,467 Dividend per share (SEK) 2

6 Supplement to Information about Meda Consolidated balance sheet June 30 June 30 December 31 SEK million ASSETS Non-current assets Tangible assets 1,490 1,646 1,504 Intangible assets 46,821 49,337 47,478 Derivatives Deferred tax assets 1,812 Available-for-sale financial assets 23 Other non-current receivables 262 Other non-current assets 2,063 2,028 Total non-current assets 50,374 53,011 51,079 Current assets Inventories 3,011 3,154 2,876 Trade receivables 4,295 Other receivables 320 Tax assets 225 Prepayments and accrued income 290 Derivatives 149 Current receivables 5,992 5,530 Cash and cash equivalents 842 1,359 1,612 Total current assets 9,845 10,043 9,767 TOTAL ASSETS 60,219 63,054 60,846 EQUITY Share capital 365 Other capital contributions 13,788 Other reserves 375 Retained earnings including profit for the year 6,431 20,959 Non controlling interest -3 Total equity 20,757 20,326 20,956 LIABILITIES Non-current liabilities Borrowings 22,955 25,437 22,507 Derivatives 19 Deferred tax liabilities 4,212 5,091 4,708 Pension obligations 2,544 2,312 2,273 Other non-current liabilities 347 2,792 2,474 Other provisions 337 Total non-current liabilities 30,058 35,632 32,318 Current liabilities Trade payables 1,696 Current tax liabilities 515 Other liabilities 240 Accruals and deferred income 1,553 Derivatives 205 Borrowings 1,361 2,412 2,355 Other provisions 1,008 Other current liabilities 8,043 4,684 Total current liabilities 9,404 7,096 7,572 Total liabilitites 39,462 42,728 39,890 TOTAL EQUITY AND LIABILITITES 60,219 63,054 60,846 3

7 Supplement to Information about Meda Consolidated statement of cash flows January-June SEK million Cash flow from operating activities Profit after financial items Adjustments for items not included in cash flow 1,673 1,638 Net change in pensions Net change in provisions Income taxes paid Cash flow from operating activities before changes in working capital 1,874 1,545 Cash flow from changes in working capital Inventories Receivables Liabilities Cash flow from operating activities 1, Cash flow from investing activities Acquisition of tangible assets Acquisition of intangible assets Acquisition of operation Divestment of operation Acquisition of financial assets available for sale Divestment of financial assets available for sale Increase in financial receivables Decrease in financial receivables Sale of non-current assets Cash flow from investing activities Cash flow from financing activities Loans raised Loan repayments New share issue Decrease in financial liabilities Dividend to parent company shareholders Cash flow from financing activities -1,988-1,340 Cash flow for the period Cash and cash equivalentsat start of the year 1,612 2,311 Exchange-rate difference in cash and cash equivalents 17 1 Cash and cash equivalents at year-end 842 1,359 Interest received and paid Interest received Interest paid Total 4

8 Supplement to Information about Meda Key ratios January-June SEK million SUMMARY OF INCOME STATEMENTS KEY RATIOS RELATED TO EARNINGS Gross margin, % Operating margin, % Profit margin, % EBITDA, SEK million 2,523 3,094 EBITDA margin, % EBITDA excluding non-recurring effects, SEK million 2,832 3,183 EBITDA margin, excluding non-recurring effects, % CAPITAL STRUCTURE AND EARNINGS Equity, SEK million 20,757 20,326 Adjusted equity, SEK million Return on capital employed, % Return on equity, % Net debt, SEK million 26,002 28,749 Net debt/equity ratio, times Net debt/adjusted EBITDA Equity/assets ratio, % EBIT interest cover, times Dividend yield, % Equity per share Earnings per share, SEK Earnings per share excluding non-recurring effects, SEK Adjusted earnings per share, SEK Dividend per share, SEK 5

9 Supplement to Information about Meda The section Information about Meda on pages of the Offer Document is replaced with the following section Meda Interim Report January-June Meda Interim Report January-June

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32 Addresses Mylan Mylan N.V. Trade register number Principal executive offices Building 4, Trident Place, Mosquito Way, Hatfield, Hertfordshire, AL10 9UL England Telephone number: +44 (0) Mylan N.V. Group s Global Headquarters 1000 Mylan Blvd., Canonsburg, PA, USA Telephone number: +1 (724) Financial advisors Centerview Partners LLC 31 West 52nd Street New York, New York USA Handelsbanken Capital Markets Blasieholmstorg Stockholm Sweden Legal advisors Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, New York USA Advokatfirman Vinge KB Smålandsgatan Stockholm Sweden NautaDutilh N.V. Strawinskylaan XV Amsterdam The Netherlands Reporting accountant PricewaterhouseCoopers One Spencer Dock North Wall Quay Dublin 1 Ireland Independent auditors Deloitte & Touche LLP One PPG Place Suite 2600 Pittsburgh, PA USA Registered firm with the U.S. Public Company Accounting Oversight Board Meda Meda AB (publ.) Pipers väg 2A Box Solna, Sweden Telephone: Financial advisor N M Rothschild & Sons Ltd New Court St Swithin s Lane London EC4N 8AL United Kingdom Legal advisors Mannheimer Swartling Advokatbyrå PO Box 1711 SE Stockholm Sweden Cleary Gottleib Steen & Hamilton LLP One Liberty Plaza New York, New York USA Auditor PricewaterhouseCoopers AB SE Stockholm Sweden 29