Mylan N.V. - Other
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`Page 1 of 22
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`Filed by Mylan N.V.
`Pursuant to Rule 425 under the Securities Act of 1933
`and deemed filed pursuant to Rules I4a-6 and 14d -2(b) of the Securities Exchange Act of' 1934
`
`Subject Company:
`Perrigo Company plc
`Commission File No. 001 -36353
`
`FORWARD -LOOKING STATEMENTS
`
`This communication contains "forward -looking statements." Such forward -looking statements may include, without
`limitation, statements about the proposed acquisition of Pen -igo Company plc ("Perrigo ") by Mylan N.V. ( "Mylan ") (the
`"Perrigo Proposal"), Mylan's acquisition (the "EPD Transaction ") of Mylan Inc. and Abbott Laboratories' non -U.S.
`developed madcets specialty and branded generics business (the "EPD Business "), the benefits and synergies of the
`Perrigo Proposal or EPD Transaction, future opportunities for Mylan, Perrigo, or the combined company and products,
`and any other statements regarding Mylan's, Perrigo'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 Perrigo Proposal, including as to the timing of the offer and compulsory acquisition, whether
`Perrigo will cooperate with Mylan and whether Mylan will be able to consummate the offer and compulsory acquisition,
`whether Mylan shareholders will provide the requisite approvals for the Perrigo Proposal, the possibility that competing
`offers will be made, the possibility that the conditions to the consummation of the offer will not be satisfied, and the
`possibility that Mylan will be unable to obtain regulatory approvals for the offer and compulsory acquisition or be
`required, as a condition to obtaining regulatory approvals, to accept conditions that could reduce the anticipated benefits of
`the offer and compulsory acquisition; the ability to meet expectations ,regarding the accounting and tax treatments of a
`transaction relating to the Perrigo Proposal and the EPD Transaction; changes in relevant tax and other laws, including but
`not limited to changes in healthcare and pharmaceutical laws and regulations in the U.S. and abroad; the integration of
`Perrigo and the EPD Business 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 Perrigo Proposal and the EPD Transaction; the
`retention of certain key employees of Perrigo and the EPD Business being difficult; the possibility that Mylan may be
`unable to achieve expected synergies and operating efficiencies in connection with the Perrigo Proposal and the EPD
`Transaction within the expected time -frames or at all and to successfully integrate Perrigo and the EPD Business; 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 our ability to bring new
`products to market; success of clinical trials and our ability to execute on new product opportunities; 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, Perrigo, 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
`( "GAAP ") 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 Quarterly Reports on Form 10 -Q for the
`quarters ended March 31, 2015 and June 30, 2015 and our other filings with the Securities and Exchange Commission
`( "SEC "). These risks, as well as other risks associated with Mylan, Perrigo, and the combined company are also more
`fully discussed in the Registration Statement on Form S-4 (that includes an offer to exchange/prospectus) that Mylan filed
`with the SEC on May 5, 2015 (which Registration Statement was amended on June 19, 2015, July 16, 2015, and August 6,
`
`http://apps.shareholder.com/sec/viewerContent. aspx?companyid=ABEA-2LQZGT&docid=... 9/4/2015
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`NCI Exhibit 2036
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`Mylan N.V. - Other
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`2015 and has not yet been declared effective, the "Registration Statement ") and the definitive proxy statement on
`Schedule 14A that Mylan filed with the SEC on July 28, 2015 (the "Proxy Statement ") in connection with the Perrigo
`Proposal. You can access Mylan's filings with the SEC through the SEC website at www.sec.gov, and Mylan strongly
`encourages you to do so. Except as required by applicable law, Mylan undertakes no obligation to update any statements
`herein for revisions or changes after the date of this communication.
`
`http: // apps. shareholder. comisec /viewerContent. aspx? companyid = ABEA- 2LQZGT &doeid =... 9/4/2015
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`RESPONSIBILITY STATEMENT
`
`The directors of Mylan accept responsibility for the information contained in this communication. To the best of the
`knowledge and belief of the directors (who have taken all reasonable care to ensure that such is the case) the information
`contained in this communication is in accordance with the facts and does not omit anything likely to affect the impon of
`such information.
`
`DEALING DISCLOSURE REQUIREMENTS
`
`Under the provisions of Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2013 (the "Irish Takeover
`Rules "), if any person is, or becomes, 'interested' (directly or indirectly) in, 1% or more of any class of 'relevant
`securities' of Perrigo or Mylan, all 'dealings' in any 'relevant securities' of Perrigo or Mylan (including by means of an
`option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by not later
`than 3:30 pm (New York time) on the 'business' day following the date of the relevant transaction. This requirement will
`continue until the date on which the 'offer period' ends. If two or more persons co- operate on the basis of any agreement,
`either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of Perrigo or Mylan, they will
`be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.
`
`Under the provisions of Rule 8.1 of the Irish Takeover Rules, all 'dealings' in 'relevant securities' of Perrigo by Mylan or
`'relevant securities' of Mylan by Perrigo, or by any party acting in concert with either of them, must also be disclosed by
`no later than 12 noon (New York time) on the 'business' day following the date of the relevant transaction.
`
`A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, can be
`found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.
`
`Interests in securities arise, in summary, when a person has long economic exposure, whether conditional or absolute, to
`changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership
`or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
`
`Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel's
`website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the
`Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number
`+353 1 678 9020 or fax number +353 1 678 9289.
`
`http: / /apps.shareholder.com/ sec /viewerContent. aspx ?companyid= AREA- 2LQZOT &docid =... 9/4/2015
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`Goldman Sachs, which is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct
`Authority and the Prudential Regulation Authority in the United Kingdom, is acting for Mylan and no one else in
`connection with the Perrigo Proposal and will not be responsible to anyone other than Mylan for providing the protections
`afforded to clients of Goldman Sachs, or for giving advice in connection with the Perrigo Proposal or any matter referred
`to herein.
`
`Goldman Sachs does not accept any responsibility whatsoever for the contents of this communication or for any statement
`made or purported to be made by them or on their behalf in connection with the offer. Goldman Sachs accordingly
`disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this
`communication or any such statement.
`
`ADDITIONAL INFORMATION
`
`In connection with the Perrige Proposal, Mylan has filed certain materials with the SEC (and anticipates filing further
`materials), including, among other materials, the Registration Statement and the Proxy Statement. In connection with the
`Perrigo Proposal, Mylan currently intends to file with the SEC a Tender Offer Statement on Schedule TO and certain other
`materials. This communication is not intended to be, and is not, a substitute for such filings or for any other document that
`Mylan may file with the SEC in connection with the Perrigo Proposal. INVESTORS AND SECURITYHOLDERS OF
`MYLAN AND PERRIGO ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND
`IN THEIR ENTIRETY (IF AND WHEN THEY BECOME AVAILABLE) BEFORE MAKING AN INVESTMENT
`DECISION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MYLAN, PERRIGO AND
`THE PERRIGO PROPOSAL. Such documents will be available free of charge through the website maintained by the
`SEC at www.sec.gov or by directing a request to Mylan at 724 -514 -1813 or investoraelations@mylan.com. Any materials
`filed by Mylan with the SEC that are required to be mailed to shareholders of Perrigo and /or Mylan will also be mailed to
`such shareholders. Mylan first began mailing the Proxy Statement to its shareholders on or about July 31, 2015. This
`communication has been prepared in accordance with U.S. securities law, Irish law, and the Irish Takeover Rules.
`
`A copy of this communication will be available free of charge at the following website: perrigotransaction.mylan.com.
`Such website is neither endorsed, nor sponsored, nor affiliated with Perrigo or any of its affiliates. PERRIGO® is a
`registered trademark of L. Perrigo Company.
`
`PARTICIPANTS IN SOLICITATION
`
`This communication is not a solicitation of a proxy from any investor or shareholder. However, Mylan and certain of its
`directors, executive officers, and other members of its management and employees may be deemed to be participants in
`the solicitation of proxies in connection with the Perrigo Proposal under the rules of the SEC. Information regarding
`Mvtylan's directors and executive officers may be found in Mylan Inc.'s Annual Report on Form 10 -K for the fiscal year
`ended December 31, 2014, which was tiled with the SEC on March 2, 2015, amended on April 30, 2015, and updated by
`Mylan's Current Report on Form 8 -K filed on June I I, 2015, as well as in the Registration Statement and the Proxy
`Statement. These documents can be obtained free of charge from the sources indicated above. Additional information
`regarding the interests of these participants, which may, in some cases, be different than those of Mylan's shareholders
`generally, will also be included in the materials that Mylan intends to file with the SEC when they become available.
`
`NON -SOLICITATION
`
`This communication is not intended to, and does not, constitute or form part of (1) any offer or invitation to purchase or
`otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities, (2) the solicitation of an
`offer or invitation to purchase or otherwise acquire, subscribe for, sell, or otherwise dispose of any securities, or (3) the
`solicitation of any vote or approval in any jurisdiction pursuant to this communication or otherwise, nor will there be any
`acquisition or disposition of the securities referred to in this communication in any jurisdiction in contravention of
`applicable law or regulation. No offer of securities shall be made except by means of a prospectus meeting the
`requirements of Section 10 of the Securities Act of 1933, as amended.
`
`http: // apps. shareholder. com / sec /viewerContent.aspx ?companyid= ASEA- 2LQZGT &docid =... 9/4/2015
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`FURTHER INFORMATION
`
`The distribution of this communication in certain jurisdictions may be restricted or affected by the laws of such
`jurisdictions. Accordingly, copies of this communication 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 communication (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.
`
`TRADEMARK DISCLAIMER
`
`All trademarks, trade names, product names, graphics and logos of Mylan or any of its affiliates contained herein are
`trademarks, registered trademarks or trade dress of Mylan or such affiliate in the United States and/or other countries. All
`other trademarks, trade names, product names and logos contained herein are the property of their respective owners. The
`use or display of other parties' trademarks, trade names, product names or logos is not intended to imply, and should not
`be construed to imply, a relationship with, or endorsement or sponsorship of Mylan by such other party.
`
`NON -GAAP FINANCIAL MEASURES
`
`This communication includes the presentation and discussion of certain financial information that differs from what is
`reported under GAAP. These non -GAAP financial measures, including, but not limited to, adjusted diluted EPS, adjusted
`cash provided by operating activities, adjusted gross profit, adjusted gross margins, adjusted earnings from operations,
`adjusted net earnings attributable to Mylan, constant currency total revenue, constant currency third party net sales,
`EBITDA, adjusted EBITDA, debt to adjusted EBITDA leverage, and adjusted free cash flow, are presented in order to
`supplement investors' and other readers' understanding and assessment of Mylan's financial performance. Management
`uses these measures internally for forecasting, budgeting and measuring its operating performance, In addition, primarily
`due to acquisitions, Mylan believes that an evaluation of its ongoing operations (and comparisons of its current operations
`with historical and future operations) would be difficult if the disclosure of its financial results were limited to financial
`measures prepared only in accordance with GAAP. In addition, Mylan believes that including EBITDA and supplemental
`adjustments applied in presenting adjusted EBITDA pursuant to our debt agreements is appropriate to provide additional
`information to investors to demonstrate Mylan's ability to comply with financial debt covenants (which are calculated
`using a measure similar to adjusted EBITDA) and assess Mylan's ability to incur additional indebtedness. We also report
`sales performance using the non -GAAP financial measure of "constant currency" total revenues and third party net sales.
`This measure provides information on the change in net sales assuming that foreign currency exchange rates had not
`changed between the prior and current period. The comparisons presented as constant currency rates reflect comparative
`local currency sales at the prior year's foreign exchange rates. We routinely evaluate our third party net sales performance
`at constant currency so that sales results can be viewed without the impact of foreign currency exchange rates, thereby
`facilitating a period -to -period comparison of our operational activities, and believe that this presentation also provides
`useful information to investors for the same reason. Investors and other readers are encouraged to review the related
`GAAP financial measures and the reconciliations of the non -GAAP measures to their most directly comparable GAAP
`measures, and investors and other readers should consider non -GAAP measures only as supplements to, not as substitutes
`for or as superior measures to, the measures of financial performance prepared in accordance with GAAP.
`
`NO PROFIT FORECAST / ASSET VALUATIONS
`
`To the extent that any Mylan quarterly results and /or the calendar year 2015 guidance contained or summarized in this
`communication constitute a profit forecast for the purposes of Rule 28 of the Irish Takeover Rules, such results and /or
`guidance will (unless the Irish Takeover Panel consents otherwise) be reported on in accordance with that rule at the
`appropriate time. Except as described in the previous sentence, no statement in this communication is intended to
`constitute a profit forecast for any period nor should any statements be interpreted to mean that earnings or earnings per
`share will necessarily be greater or lesser than those for the relevant preceding financial periods for Mylan or Perrigo as
`appropriate. No statement in this communication constitutes an asset valuation.
`
`http://apps.sharehol der.com/sec/viewerContent.aspx?companyid=ABEA-2LQZGT&docid=... 9/4/2015
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`On August 6, 2015, Mylan hosted a conference call and live webcast in conjunction with the release of its
`financial results for the quarter ended June 30, 2015. Below is a transcript of the presentation.
`
`PARTICIPANTS
`
`Corporate Participants
`
`Kris King
`Vice President -Global Investor Relations
`
`Rajiv Malik
`President & Executive Director
`
`Heather M. Bresch
`Chief Executive Officer & Executive Director
`
`John D. Sheehan
`Executive VP, Chief Financial Officer
`
`Other Participants
`
`Sumant S. Kulkami
`Bank of America Merrill Lynch
`
`Gregg Gilbert
`Deutsche Bank Securities, Inc.
`
`Ronny Gal
`Sanford C. Bernstein & Co. LLC
`
`Elliot Wilbur
`Raymond James & Associates, Inc.
`
`Umer Raffst
`Evercore 151
`
`Andrew J. Finkelstein
`Susquehanna Financial Group LLLP
`
`MANAGEMENT DISCUSSION SECTION
`
`Jami Rubin
`Goldman Sachs & Co.
`
`Marc Goodman
`UBS Securities LLC
`
`Douglas D. Tsao
`Barclays Capital, Inc.
`
`Louise Chen
`Guggenheim Securities LLC
`
`Jason M. Gerber y
`Leerink Partners LLC
`
`Emil Chen
`Morgan Stanley & Co. LLC
`
`Operator : Good day, ladies and gentlemen. Thank you for standing by and welcome to the Mylan Second Quarter 2015
`Earnings Call. At this time, all lines are in a listen -only mode. Later, we will conduct a question -and- answer session and
`instructions will follow at that time. [Operator Instructions] As a reminder, this call is being recorded.
`
`I'd now like to turn the call to our host, Ms. Kris King. Ma'am, you may begin.
`
`Kris King
`Fice President- Global Investor Relations
`
`Thank you, Eric. Good morning, everyone. Welcome to Mylan's conference call discussing our second quarter 2015
`earnings and our offer to acquire Perrigo Company. Joining me for today's call are: Mylan's Chief Executive Officer,
`Heather Bresch; President, Rajiv Malik; Executive Vice President and Chief Financial Officer, John Sheehan.
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`During today's call, we will be making forward -looking statements pursuant to the Safe Harbor provisions of the Private
`Securities Litigation Reform Act of 1995. Such forward -looking statements may include, without limitation, statements
`about the proposed acquisition which I will refer to as the Perrigo Proposal of Penrigo Company, which 1 will refer to as
`Perrigo, by Mylan, Mylan's acquisition, which I will refer to as the EPD Transaction, of Mylan and Abbott Laboratories'
`non -U.S. developed markets specialty and branded generics business, which I will refer to as the EPD Business; the
`benefits and synergies of the Perrigo Proposal or EPD Transaction; future opportunities for Mylan, Perrigo, or the
`combined company and products; and any other statements regarding Mylan's, Perrigo'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.
`
`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 Perrigo Proposal, and the consummation thereof;
`the ability to meet expectations regarding the accounting and tax treatments of a transaction relating to the Perrigo
`Proposal and the EPD Transaction; changes in relevant tax and other laws; the integration of Perrigo and the EPD
`Business being more difficult, time- consuming or costlier than expected, operating cost, consumer loss and business
`disruption being greater than expected following the Perrigo Proposal and the EPD Transaction; the impact of
`competition, situations where we manufacture, market and /or sell products, notwithstanding unresolved allegations of
`patent infringement; any regulatory, legal or other impediments to our ability to bring new products to market; and those
`set forth under forward- looking statements in today's earnings release; and the risk factors set forth in Mylan N.V.'s
`Form 10 -Q for the period ended March 31, 2015, as well as our other filings with the SEC.
`
`These risks, as well as other risks associated with Mylan, Perrigo, and the combined company are also more fully
`discussed in the Registration Statement on Form S -4 (that includes an offer to exchange /prospectus) that Mylan filed
`with the SEC on May 5, as amended on June 9 and July 16, 2015, which has not yet been declared effective, and the
`definitive Proxy Statement on Schedule 14A that Mylan filed with the SEC on July 28, 2015, and began mailing to its
`shareholders on or about July 31, 2015, in connection with the Perrigo Proposal.
`
`Except as required by applicable law, we undertake no obligation to update any statements made today, whether as a
`result of new information, future events or otherwise. Today's call should be listened to and considered in its entirety and
`understood to speak only as of today's date.
`
`In addition, we will be referring to certain actual and projected financial metrics of Mylan on an adjusted basis, which are
`non -GAAP financial measures, These non -GAAP measures are presented in order to supplement your understanding and
`assessment of our financial performance.
`
`Please refer to today's earnings release which is available on our website as they contain detailed reconciliations of these
`non -GAAP financial measures to the most directly comparable GAAP financial measure.
`
`I would also like to point out that Mylan's offer for Perrigo is governed by the Irish Takeover Rules. Under the Irish
`Takeover Rules, Mylan management is prohibited from discussing any material or new information or significant new
`opinion which has not been publicly announced. Any person interested in shares in Mylan or Perrigo is encouraged to
`consult his or her professional advisor.
`
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`Before 1 turn the call over to Heather, let me also remind you that the material in the call, with the exception of the
`participant questions, is the property of Mylan and cannot be recorded or rebroadcast without Mylan's express written
`permission. An archived copy of today's call will be available on our website and will remain available for a limited
`time.
`
`With that, I'll now turn the call over to Heather.
`
`Heather M. Bresch
`Chief Executive Weer c@ Erecttive Director
`
`Thanks, Kris, and good morning, everyone. Mylan had a great second quarter. Top -line sales totaled nearly $2.4 billion, a
`constant currency increase of 36% compared to the same period last year. This result represents double -digit growth in
`our legacy business, as well as enhanced double -digit growth with the addition of the EPD Business. I'll note as well that
`EpiPen® continues to post strong results and maintains an 86% share in a multi- epinephrine market and has delivered
`double-digit growth year -to -date.
`
`On the bottom line, our adjusted diluted EPS came in at $0.91 for the second quarter, up 32% compared to the same
`period last year and exceeding our expectations. Again, this result represents double -digit growth in our legacy business
`as well as enhanced double -digit growth with the addition of the EPD Business.
`
`Our exceptional performance this quarter continues to underscore the underlying strength and diversity of our base
`business and our relentless focus on execution, even in the face of ongoing regulatory delays, as well as external activity.
`
`Given the strength and momentum in our business, we are raising our 2015 adjusted diluted EPS guidance range to $4.15
`to $4.35, an increase of 19% or 23% on a constant currency basis compared to our performance in 2014.
`
`Our guidance now excludes any contribution from generic Copaxone® and includes potential generic competition on
`EpiPen® in the second half of the year. In addition, we see the potential for opportunities on the horizon, and we'll
`provide any updates as appropriate.
`
`I'd like to take this opportunity to say thank you, more than ever, to all of our employees around the world for staying
`focused on executing and delivering great performance.
`
`With respect to the external activity, you saw last week that Teva announced an agreement to acquire Allergan's generic
`drug unit and its withdrawal of its unsolicited expression of interest to acquire Mylan. We very much believe that this is
`the right outcome for both companies and their shareholders. We believe the transaction further differentiates Mylan as
`the industry's only predominantly global generics player and will enhance our ability to gain additional share in markets
`around the world.
`
`We believe our offer to acquire Perrigo represents the right next step for Mylan, because it further diversifies our
`business that creates a paradigm shift in how we'll do business, and establishes a unique platform with the size and scale
`that allows us to continue being a leading consolidator in our industry.
`
`Together, Mylan and Perrigo will create a one -of -a -kind global healthcare company with complementary businesses,
`unmatched scale in our operations, one of the industry's broadest and most diversified portfolio, and immense reach
`across distribution channels around the world, allowing us to mean the most to our customers and consumers.
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`We very much look forward to our shareholder vote on August 28; and as a reminder, we intend to take our offer to
`acquire Perrigo directly to its shareholders. We are confident that they too see the compelling value in our offer and this
`combination and will support the transaction.
`
`In addition, as an update to yesterday's press release, we have now executed an amendment with all of our bridge credit
`facility lenders that gives us full discretion to lower the acceptance condition from 80% to greater than 50 %, if we so
`choose.
`
`With that, I'd like to turn the call over to Rajiv.
`
`Rajiv Malik
`President & Executive Director
`
`Thank you, Heather. And good morning, everyone. As Heather mentioned, all of our regions and businesses contributed
`to the outstanding performance we delivered during the second quarter. With each of the regions, delivery is very
`impressive double -digit growth.
`
`Our global generics segment generated third-party net sales of just over $2 billion an increase year- over -year of 43% on a
`constant -currency basis, In North America, sales totaled $937 million, up 27% year- over -year. Our legacy business grew
`by 22 %. This impressive growth was attributed to continued strong performance of sales from new products as well as
`stable pricing and higher volumes on existing products.
`
`In Europe, sales totaled $571 million, a 62% increase as compared to the second quarter of 2014. This increase was
`largely attributed to contribution of our acquired EPD Business as our legacy business was essentially flat quarter -over-
`quarter, whereas we benefited from sales of new products or higher volumes on existing ones, primarily in Italy and
`France, further enhancing our market share.
`
`In our rest of world region, sales totaled $547 million, a year -over -year increase of 51 %. Sales from our legacy business
`grew 23% on a constant currency basis, driven by new product launches in Australia and Japan and higher volumes from
`our India operations, especially our anti -retroviral franchise.
`
`As for our Specialty segment, revenues totaled $302 million, an increase of 5% compared to the last year's second
`quarter based on double -digit volume growth. We have made very good progress in integrating the EPD Business across
`the various regions. Overall, we have not only successfully arrested the decline of the business, but we also saw constant
`currency low -single -digit growth in revenues across the geographies, and the improvement in this business has come
`quicker than expected.
`
`We expect this performance to remain stable this year on a pro forma year -over -year basis. Also, we continue to analyze
`on a country-by- country basis and explore how we can tap portfolio opportunities for additional value creations that build
`on our respective sales such as cross -leveraging channels that were not available to either organization on a stand -alone
`basis.
`
`We look forward to executing on these value- creating opportunities to realize the full potential of this combined asset.
`We also continue to make progress executing against all key growth drivers and positioning Mylan for continued organic
`growth well into the future.
`
`http://apps.shareholder.comlsec/viewerContent.aspx?companyid=ABEA-2LQZGT&docid=...
`
`9/4/2015
`
`

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`Mylan N.V. - Other
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`Page 10 of 22
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