6 March 2016 – On February 10, Mylan N.V. (registered in the Netherlands and listed on NASDAQ and Tel Aviv Stock Exchange) announced a bid for all outstanding shares in Meda AB (listed on the Stockholm exchange). Mylan does not plan to ask approval of its shareholders for this transaction. European Investors, together with its Dutch member VEB, investigates whether Mylan’s intended course of action is justified according to Dutch law.
Mylan is an American globally active player in the field of generic medicines and Meda is a Swedish pharmaceutical, particularly big in the area of OTC-medicines. Besides those retail investors in Europe that hold individual Mylan-shares, there are many European retail investors who have an indirect interest in Mylan through Index trackers or Exchange Traded Funds that “track” the S&P 500, NASDAQ or NASDAQ-100. Mylan is also represented in many sectoral ETFs focusing on the pharma or health care sector.
Dutch company law grants the General Meeting of shareholders the right of approval in the event of transactions which significantly change the identity of the company. This is most certainly the case if Mylan N.V. takes an interest in another company amounting to at least a third of its own total assets according to the consolidated balance sheet and accompanying notes as included in the most recently adopted annual report (Book 2, section 107a, subsection 1c, of the Dutch Civil Code (DCC)).
The VEB and European Investors question the manner in which Mylan interprets aforementioned provision in the DCC and wonder whether the intention of Mylan to not consult its shareholders does justice to the interests of retail investors who are invested (directly or indirectly) in Mylan. For this reason, a letter was sent to Mylan and their legal counsellor. This letter can be found here.
On February 29, Mylan sent a reply to this letter which can be read here. VEB and European Investors will provide a reaction to this letter in due course.