FTI Advises Perrigo in Largest Hostile Shareholder Vote in History
Situation
On April 8, 2015, Perrigo (NYSE: PRGO) received a unsolicited offer from Mylan NV for a total cash and stock consideration of $28.9 billion. Perrigo rejected multiple Mylan proposals over the next 5 months including an increase in the offer price to $32.7 billion. In September Perrigo’s Board of Directors rejected Mylan’s final offer and Mylan took the bid directly to Perrigo shareholders in a hostile tender offer. During this process, Mylan had lowered the acceptance threshold for the acquisition from 80% to 50%+1 shares voted in favor of the deal. Perrigo conducted a seven month campaign to convince shareholders of the inadequacy of Mylan’s offer and build confidence in Perrigo’s standalone strategy, in what ultimately became the largest hostile bid in history to reach a shareholder vote.
FTI Consulting Role
FTI’s cross-border, cross segment Perrigo account team included M&A, Financial Communications, Public Affairs, FAAS and GRIP comprising professionals in New York, Ireland, London, Washington and Brussels. Together, the team developed key messages platforms to ensure consistent, coordinated communications to shareholders, employees, government and regulatory bodies, and media. Operating under the challenging regulatory regime of Irish Takeover Code, Perrigo faced stringent limitations on what it could say publicly. The FTI team guided Perrigo through multiple quarters’ of earnings, hostile-defense presentations, bolt-on acquisitions, investor roadshows, and a major restructuring and share buyback, all the while building a case for Perrigo’s superior standalone value and corporate governance practices. FTI’s work was done while operating side-by-side with the client around-the-clock for more than 7 months as they spoke with investors and media in the U.S., U.K., Israel, and more.
Outcome
- Perrigo successfully defeated Mylan’s offer with just 40% of shareholders tendering their shares.
- Produced messaging, organized logistics, and prioritized outreach to virtually every Perrigo shareholder in a series of roadshows over seven months.
- Managed messaging and outreach to sell-side analysts leading to a majority of those covering Perrigo to question the rationale of the deal.
- Media relations campaign that exposed Mylan’s questionable corporate governance practices, which became an important argument for investors, and ultimately resulted in an SEC investigation.
- Managed internal communications to ensure consistent flow of information to employees.
