Perrigo Sends Letter to Holders, Discusses Mylan Deal; Says 'Corporate Governance, Mylan Style: A Question Of Trust

Perrigo Company plc ("Perrigo," "the Company")

today issued the following shareholder letter: Perrigo Company November 9, 2015 CORPORATE GOVERNANCE, MYLAN STYLE: A QUESTION OF TRUST Dear Perrigo Shareholder, At Perrigo transparency and openness with our shareholders is the hallmark of our management's style. Yet, over the last seven months, and as recently as this past week, we are reminded yet again how poorly Mylan approaches this topic. Because recent events have only increased our concerns over Mylan's poor governance practices and paltry record of honest communication with shareholders, we urge you as a shareholder to protect your right to have a voice in how your company is managed by taking NO ACTION and REJECTING the offer from Mylan. MYLAN'S QUESTIONABLE GOVERNANCE PRACTICES Mylan's poor governance practices are legendary. Examples include Mylan's CEO stating that the U.S. is "too shareholder centric," Mylan consistently receiving the worst possible governance score from ISS, a leading independent proxy advisory firm, and Mylan using an extreme governance structure to reject Teva's attractive offer and destroy potentially $19 billion in shareholder value. And this poor practice continues. Just less than 10 days ago, on Friday October 30, 2015, shareholders and media alike learned that Mylan is being investigated by the Securities and Exchange Commission for dubious land transactions between Mylan and its vice chairman, lead "independent" director and compensation committee chief, Rodney Piatt. According to a July 2015 article in The Wall Street Journal, Mr. Piatt, sold land to a business partner's firm for just $1. One day later, Mylan purchased the land for $2.9 million from that same partner's firm, and the partner reimbursed Mr. Piatt for an undisclosed amount.[i] Not only did Mylan wait a full seven weeks to make any disclosure about this SEC subpoena, but it buried the disclosure in a footnote on Page 53 of a Friday-afternoon filing that never explained the specific subject of the SEC's inquiry. Shareholders deserve better. This approach to disclosure is typical for Mylan, whose own shareholders are suing the Company for not properly disclosing its draconian anti-takeover defenses when it sought a vote for its prior inversion transaction. And now the SEC has taken notice, recently passing a rule to require companies conducting acquisitions to more clearly identify material changes in their governance documents – changes that one commentator has dubbed the "Mylan Rule."[ii] MYLAN'S GOVERNANCE "REFORMS" ARE ILLUSORY Now, just as Mylan's offer for Perrigo is about to expire, Mylan's management has said that it is considering governance changes if the offer is successful. Yet, after having seven months to upgrade its broken corporate governance, Mylan offers only vague categories of topics, not specific proposals (let alone their recommendations or a realistic path to achievement). Worse, Mylan noted it would only consider possible governance changes if it completes its offer – Mylan won't even make these changes for its own shareholders! The conditional and vague nature of Mylan's announcement demonstrates its motivations and true beliefs on governance. It is a desperate tactic, not a core governance belief. This remarkable conceit – that shareholders would accept a conditional promise on a vague topic without a clear roadmap to implementation – is what Mylan is asking you to substitute for tangible governance reform. TRYING TO SCARE SHAREHOLDERS INTO TENDERING Rather than practice good governance by being transparent and open with shareholders, Mylan is spreading misinformation designed to scare shareholders into tendering into its grossly inadequate offer. After issuing coercive threats about delisting, we now hear that Mylan is pushing shareholders to act before November 13 or be "left behind." Please do not believe this scare tactic. In the unlikely event that Mylan crosses the 50% threshold, Irish law requires a "subsequent offering period" for the following 14 days, after November 13. In other words, you can wait to tender into the subsequent offering period and receive the exact same consideration (regardless of Perrigo's share price) as if you tendered before November 13 – a fact that Mylan does not want emphasized. Mylan would be required to accept any such shares daily, and promptly pay for them on the same T+3 settlement schedule as shares tendered by November 13. We believe our shareholders know better than to be fooled by Mylan's governance and scare tactics. Mylan's record of governance failures and misrepresentations speaks for itself – and it is a message that continues to repel investors. Perrigo's Board of Directors strongly and unequivocally recommends that you DO NOT TENDER your shares into Mylan's offer. Sincerely, Joseph C. Papa Chairman & Chief Executive Officer Perrigo Company plc