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Responding to Mylan's Inadequate Tender Offer

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Responding to Mylan's Inadequate Tender Offer Responding To Mylan’s Inadequate Tender Offer: Perrigo’s Board Recommends That You Reject the Offer and Do Not Tender September 2015 Important Information Forward Looking Statements Certain statements in this presentation are forward-looking statements. These statements relate to future events or the Company’s future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company or its industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or other comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control, including future actions that may be taken by Mylan in furtherance of its unsolicited offer. These and other important factors, including those discussed under “Risk Factors” in the Perrigo Company’s Form 10-K for the year ended June 27, 2015, as well as the Company’s subsequent filings with the Securities and Exchange Commission, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements in this presentation are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise Additional Information and Where to Find It This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. In response to the exchange offer commenced by Mylan N.V., Perrigo has filed a solicitation/recommendation statement on Schedule 14D-9 with the Securities and Exchange Commission (“SEC”). Security holders are urged to read the solicitation/recommendation statement and other relevant materials if and when they become available because they will contain important information. The solicitation/recommendation statement and other SEC filings made by Perrigo may be obtained (when available) without charge at the SEC’s website at www.sec.gov and at the investor relations section of the Perrigo website at perrigo.investorroom.com. Shareholders may also obtain copies of the information by contacting Mackenzie Partners, Inc. at 212-929-5500 or 800-322-2885 Toll-Free in North America or by email at [email protected] Irish Takeover Rules The directors of Perrigo accept responsibility for the information contained in this presentation. To the best of the knowledge and belief of the directors of Perrigo (who have taken all reasonable care to ensure such is the case), the information contained in this presentation is in accordance with the facts and does not omit anything likely to affect the import of such information. Nothing in this presentation is intended to be a profit forecast or asset valuation and no statement in this presentation should be interpreted to mean that the earnings per Perrigo share for the current or future financial periods will necessarily be greater than those for the relevant preceding financial period. A person interested in 1% or more of any class of relevant securities of Perrigo may have disclosure obligations under Rule 8.3 of the Irish Takeover Rules. 2 Perrigo Board Recommendation: Reject the Offer by Taking No Action Mylan’s Value Destructive Offer Mylan’s Poor Track Record of Corporate Governance Perrigo Offers Superior Value Creation Conclusions and Questions 3 Strong Recommendation of Perrigo’s Board: Reject the Offer by Taking No Action Mylan’s Offer Substantially Undervalues Perrigo and Will Destroy Shareholder Value Perrigo Will Deliver Superior Value Creation Mylan’s Offer is a Bad Deal for Perrigo’s Shareholders Reject Mylan’s Offer: Do Not Tender 4 Perrigo Board Recommendation: Reject the Offer by Taking No Action Mylan’s Value Destructive Offer Mylan’s Poor Track Record of Corporate Governance Perrigo Offers Superior Value Creation Conclusions and Questions 5 Mylan’s Offer Is A Bad Deal For Perrigo Shareholders 1 Substantially undervalues Perrigo Destroys Value for 2 Highly dilutive to Mylan EPS Shareholders 3 Significant overhang in Mylan Stock - largest holder, Abbott (14.2%), has filed for sale 4 Dilutes Perrigo’s growth profile and premium valuation Exposes Perrigo Holders 5 Increases product concentration and portfolio risk to Mylan’s Weak Business Profile 6 Exposes Perrigo to declining Established Products business 7 Subjects Perrigo to a Board with a consistently poor governance track record Sentences Perrigo Holders 8 Transfers ownership to company with tools for and record of ignoring shareholder interests to Mylan’s “Governance Prison” 9 50% tender threshold increases risk and heightens potential for further value destruction 6 1 Mylan’s Offer Substantially Undervalues Perrigo We Are Not Opposed To Any Deal, Just A Bad Deal Price Per Perrigo Share $300 $250 Perrigo’s Board rejected Mylan’s initial $205.00: Mylan’s Initial Proposal proposal of $205 as it substantially $200 $187.72 $112.72 undervalued the company, regardless of 14% Premium $164.71 the components of consideration $150 Perrigo’s Board believes our standalone plan and growth opportunities will create $100 $75.00 value significantly in excess of Mylan’s inadequate offer $50 $0 Perrigo Total Mylan Cash 2.3x Mylan Unaffected Offer For Per Share Shares ** Price * Perrigo Mylan Offer Package *Perrigo share price as of April 7, 2015, the day prior to Mylan publicly releasing their initial proposal for Perrigo 7 ** Based on Mylan’s closing share price of $49.01 on September 16, 2015 Mylan’s Grossly Inadequate Offer is Nothing 1 More Than an Attempt to Steal Perrigo Perrigo Shareholders Should Not Be Coerced into Accepting a Bad Deal Mylan’s Offer Represents The Lowest Premium to an Unaffected Share Price of Any Biopharma Transaction >$5Bn in Value Since The Start of 2012 Premium to Unaffected Share Price* 150% 136% 120% Mylan’s Rejected Offer from Teva 95% 90% Mylan’s Grossly Inadequate Offer for Perrigo 63% 60% 56% 54% 48% 45% 44% Median Premium: 39%** 39% 39% 37% 36% 34% 29% 29% 30% 27% 25% 24% 14% 0% Target / Synageva / Amylin / InterMune / Elan / Allergan / Mylan / Receptos / Onyx / Hospira /Pharmacyclics / Cubist / Baxalta /Warner Chilcott / Salix / NPS / Questcor / Forest / Perrigo / Perrigo / Acquirer Alexion Bristol-Myers Roche Perrigo Actavis Teva *** Celgene Amgen Pfizer AbbVie Merck Shire *** Actavis Valeant Shire Mallinckrodt Actavis Mylan *** Mylan **** ($205 Proposal) * Source: Deal values sourced from Thomson Reuters as of September 1, 2015; premiums calculated with Capital IQ data ** Median excludes Mylan offer for Perrigo *** Offer not accepted by target 8 **** Based on Mylan’s closing share price of $49.01 on September 16, 2015 2 At Least 3 Years of Significant EPS Dilution Even Assuming Mylan Can Fully Realize its Optimistic $800MM Synergy Target Does not include potentially material negative synergies in product divestments and supplier contracts with change of control provisions Mylan EPS Accretion Dilution (%) * ** 5% 2% 0% (2%) (5%) (7%) (10%) (11%) (12%) (13%) (15%) (14%) (16%) (20%) Year 1 Year 2 Year 3 Year 4 No Synergies Phased-In Synergies “Both a contribution and ROIC analysis indicate that the transaction is barely profitable for Mylan shareholders by year four… Shareholders might prudently ask themselves why even the best case scenario a management team can demonstrate will still require more than three years to become accretive” - ISS 8/14/2015 *Illustrative EPS accretion/dilution based on Thomson Consensus Estimates for both Perrigo and Mylan. Perrigo does not endorse or adopt these estimates **Assumes $800MM pre-tax synergies with phase-in of 25% in 2016, 50% in 2017, 75% in 2018 and 100% thereafter; assumes ~$11Bn of new debt raised at illustrative 4% cost of debt and ~340MM Mylan shares issued to Perrigo shareholders; assumes 18.5% tax rate on synergies (based on Perrigo 2H CY15 commentary around tax rate) and 20% tax shield on new Mylan debt (based on mid-point of Mylan 9 CY15 tax rate guidance) 3 Mylan's Largest Shareholders – “Let Me Out”* Highlights Significant Overhang in Mylan Stock Abbott Position Creates …To Add To 4.6% …For a Total 14.2% Overhang… Teva Overhang… Overhang of ~19% 20% 20% 20% 18.8% 16% 16% 16% 14.2% 12% 12% 12% 8% 8% 8% 4.6% 4% 4% 4% 0.0% 0.0% 0.0% 0% 0% 0% Holding Today Target Holding * Holding Today Target Holding ** Holding Today Target Holding “..we don't have intention long-term of being shareholders in Mylan.” Miles White, Abbott CEO, July 2015 Mylan's largest shareholder has voted with its feet, seeking an exit by registering all their shares for sale* *Source: Mylan’s shelf registration statement, filed 9/14/15 ** “Teva is expected to sell its holdings in Mylan: with the announcement of its acquisition of Allergan's generic division, Vigodman said, "We'll manage our exit from the holding in Mylan
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