-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DZzWQrqvDvp4K3fJGfoTPvkt1l4dmEb7GKsjjNG7gc92cjaiGAo/sZUev9Oq7dJx dEaptRiTKQWDbjRteNJVaw== 0000950172-05-002179.txt : 20050711 0000950172-05-002179.hdr.sgml : 20050711 20050711160524 ACCESSION NUMBER: 0000950172-05-002179 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050711 DATE AS OF CHANGE: 20050711 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MYLAN LABORATORIES INC CENTRAL INDEX KEY: 0000069499 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 251211621 STATE OF INCORPORATION: PA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10728 FILM NUMBER: 05948275 BUSINESS ADDRESS: STREET 1: 1500 CORPORATE DRIVE STREET 2: SUITE 400 CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: 724-514-1800 MAIL ADDRESS: STREET 1: 1500 CORPORATE DRIVE STREET 2: SUITE 400 CITY: CANONSBURG STATE: PA ZIP: 15317 FORMER COMPANY: FORMER CONFORMED NAME: FRM CORP DATE OF NAME CHANGE: 19711003 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MYLAN LABORATORIES INC CENTRAL INDEX KEY: 0000069499 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 251211621 STATE OF INCORPORATION: PA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 1500 CORPORATE DRIVE STREET 2: SUITE 400 CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: 724-514-1800 MAIL ADDRESS: STREET 1: 1500 CORPORATE DRIVE STREET 2: SUITE 400 CITY: CANONSBURG STATE: PA ZIP: 15317 FORMER COMPANY: FORMER CONFORMED NAME: FRM CORP DATE OF NAME CHANGE: 19711003 SC TO-I/A 1 ny540249-8.txt FORM SC TO-I/A =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ Amendment No. 2 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) Of the Securities Exchange Act of 1934 ____________________________ Mylan Laboratories Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) ____________________________ Common Stock, par value $0.50 per share (Titles of Class of Securities) ____________________________ 628530107 (CUSIP Number of Class of Securities) ____________________________ Edward J. Borkowski Chief Financial Officer Mylan Laboratories Inc. 1500 Corporate Drive Canonsburg, Pennsylvania 15317 (724) 514-1800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Persons) ____________________________ Copies To: Roger S. Aaron, Esq. Eric L. Cochran, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 (212) 735-3000 CALCULATION OF FILING FEE =============================================================================== Transaction Valuation* Amount of Filing Fee** - ------------------------------------------------------------------------------- $1,000,000,000 $117,700 =============================================================================== * Estimated for purposes of calculating the filing fee only. This calculation assumes the purchase of at total of 48,780,487 shares of outstanding common stock of Mylan Laboratories Inc., par value $0.50 per share, at the maximum tender offer price of $20.50 per share. ** The amount of the filing fee equals $117.70 per million of the transaction value and is estimated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Advisory #6 for Fiscal Year 2005 issued by the Securities and Exchange Commission. /X/ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $117,700 Filing Party: Mylan Laboratories Inc. Form or Registration No.: Form S-4, Date Filed: September 3, 2004 File No. 333-118828 /_/ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: /_/ third-party tender offer subject to Rule 14d-1. /X/ issuer tender offer subject to Rule 13e-4. /_/ going-private transaction subject to Rule 13e-3. /_/ amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: /_/ =============================================================================== This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO ("Schedule TO") filed with the Securities and Exchange Commission (the "Commission") on June 16, 2005 and Amendment No. 1 to Schedule TO filed with the Commission on June 17, 2005 by Mylan Laboratories Inc., a Pennsylvania corporation ("Mylan" or the "Company"), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended, in connection with Mylan's offer to purchase for cash up to 48,780,487 shares of its common stock, par value $0.50 per share, including the associated preferred stock purchase rights (the "Common Stock"), or such lesser number of shares of Common Stock as are properly tendered and not properly withdrawn (the "Shares"), at a price not greater than $20.50 nor less than $18.00 per Share, net to the seller in cash, without interest. Mylan's offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 16, 2005 ("Offer to Purchase"), and in the related Letter of Transmittal ("Letter of Transmittal") which, as amended or supplemented from time to time, together constitute the Offer. All information in the Offer to Purchase and in the related Letter of Transmittal is hereby expressly incorporated in this Amendment No. 2 to Schedule TO by reference in response to all of the applicable items in Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein. ITEMS 1 through 11 1. As disclosed in the Offer to Purchase, Mylan obtained a commitment letter from Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated, pursuant to which Merrill Lynch Capital committed to provide Mylan with a $975 million credit facility. Mylan is continuing to arrange financing in connection with the Offer. One of the conditions to the Company's obligation to purchase its common stock in the Offer is that Mylan has obtained or is able to obtain, prior to the expiration date of the Offer, financing (a) pursuant to the terms and conditions of such commitment letter and (b) on terms reasonably satisfactory to the Company, which, with existing cash reserves, will be sufficient to consummate the Offer. The Company today is waiving the portion of such condition that requires the financing to be on terms reasonably satisfactory to the Company. Therefore, to give effect to the waiver, this condition is restated as follows: "Notwithstanding any other provision of the Offer, Mylan will not be required to accept for payment, purchase or pay for any Shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of and the payment for Shares tendered, subject to the rules under the Exchange Act, if at any time on or after the commencement of the Offer and before the Expiration Date any of the following events have occurred (or have been determined by Mylan to have occurred) that, in the Company's reasonable judgment and regardless of the circumstances giving rise to the event or events (other than any action or omission to act by Mylan), makes it inadvisable to proceed with the Offer or with acceptance for payment: o Mylan is or will be unable prior to the Expiration Date to obtain financing pursuant to the terms and conditions contained in the Commitment Letter described in Section 9, which, with existing cash reserves, will be sufficient to purchase the Shares pursuant to the Offer and pay related fees and expenses." Other conditions of the Offer remain unchanged. 2. The Offer, which was originally due to expire at 5:00 p.m., New York City time, on Friday, July 15, 2005, has been extended seven hours. Accordingly, the Offer will now expire at 12:00 midnight, New York City time, on Friday, July 15, 2005, unless Mylan further extends the Offer. 3. On July 6, 2005 Mylan issued a press release announcing the resignations of Patricia A. Sunseri and Stuart A. Williams as directors effective July 6, 2005 and the decision of Mylan's Board of Directors to reduce its size from eleven to nine directors, effective upon the resignations of Ms. Sunseri and Mr. Williams as directors. A copy of the press release is filed as Exhibit (a)(5)(C) to this Schedule TO and incorporated herein by reference. 4. On July 11, 2005 Mylan issued a press release announcing its preliminary financial results for the first quarter fiscal 2006, a reaffirmation of its fiscal 2006 and fiscal 2007 guidance previously announced on June 14, 2005 and the extension of the Offer as described in paragraph 2 above. A copy of the press release is filed as Exhibit (a)(5)(D) to this Schedule TO and incorporated herein by reference. 5. Since the filing of the Offer to Purchase, Mylan has engaged in the process of arranging the financing for the Offer. Based on such process, Mylan currently believes that the average weighted interest rate for the financing will be 6.3%, instead of the rate of 6.6% disclosed in the Offer to Purchase. Accordingly, to give effect to such lower average weighted interest rate used to compute pro forma interest expense, this Amendment No. 2 amends and restates the subsection titled "Summary Unaudited Pro Forma Consolidated Financial Data" of Section 10 ("Certain Financial Information") of the Offer to Purchase as follows: "Summary Unaudited Pro Forma Consolidated Financial Data. The following table sets forth summary unaudited pro forma consolidated financial data for the fiscal year ended March 31, 2005, a pro forma earnings to fixed charges ratio for the fiscal year ended March 31, 2005 and our pro forma financial position at March 31, 2005. This summary unaudited pro forma consolidated financial data gives effect to the purchase of Shares pursuant to the Offer as if such purchase had occurred at the dates indicated. This information should be read in conjunction with Summary Historical Consolidated Financial Data and our audited consolidated financial statements and the related notes filed as part of our Annual Report on Form 10-K for the fiscal year ended March 31, 2005. This summary unaudited pro forma consolidated financial data is not necessarily indicative of either our financial position or results of operations, which actually would have been attained, had the purchase of Shares pursuant to the Offer and the related financing been completed at the dates indicated, or, will be achieved in the future. This summary unaudited pro forma consolidated financial data has been included herein for informational and comparative purposes only. We have included the summary unaudited pro forma consolidated financial data solely for the purpose of providing shareholders with information that may be useful for purposes of considering and evaluating the Offer. Our future results are subject to prevailing economic and industry specific conditions and financial, business and other known and unknown risks and uncertainties, certain of which are beyond our control. These factors include, without limitation, those described in this Offer under "Forward-Looking Statements. The pro forma amounts have been calculated assuming that we complete the Offer for 48,780,487 Shares at a price of $20.50 per Share. The amounts exclude the effects of the planned open market (or otherwise) follow-on share repurchase program. The unaudited pro forma consolidated financial data also assumes that the Offer, including transaction costs, is financed through the net proceeds of $775 million in debt financing pursuant to the terms and conditions contained in the Commitment Letter and the use of approximately $250 million in existing cash reserves.
Year Ended March 31, 2005 ------------------------------------- Historical Pro Forma (a) --------------- ------------------- (in thousands, except per share data) Income Statement Data: Total revenues $ 1,253,374 $ 1,253,374 Gross profit $ 623,540 $ 623,540 Interest expense (b) $ -- $ 52,773 Net earnings $ 203,592 169,290 Earnings per common share Basic $ 0.76 0.77 Diluted $ 0.74 0.75 Weighted average common shares outstanding Basic 268,985 220,205 Diluted 273,621 224,841 Other Data: Ratio of earnings to fixed charges N/A 6.0x At March 31, 2005 ------------------------------------- Historical Pro Forma (c) --------------- ------------------- (in thousands, except per share data) Balance Sheet Data Current assets(d) $ 1,528,452 $ 1,282,336 Non-current assets(d) $ 607,221 $ 622,337 Current liabilities, excluding current portion of long-term debt $ 245,507 $ 245,507 Non-current liabilities, excluding long-term debt $ 44,230 $ 44,230 Long-term debt, including amounts due within one year $ -- $ 775,000 Total shareholders' equity(d) $ 1,845,936 $ 839,936 Book value per share $ 6.85 $ 3.81
(a) Pro forma income statement and other data is presented giving effect to the Offer as of April 1, 2004. (b) Pro forma interest expense has been computed under the assumption that $275 million of borrowings under the term loan facility and $500 million of notes will be used to finance the Offer. A weighted average interest rate of 6.3% has been used to compute pro forma interest expense. Additionally, included in pro forma interest expense is a commitment fee of 0.50% on the undrawn portion of the $200 million revolving credit facility, and amortization of debt issuance costs in the amount of approximately $3 million. No borrowings are assumed under this revolving credit facility. In addition, the calculation of pro forma interest expense assumes a pay down of a portion of the borrowings under the term loan facility as outlined in the Commitment Letter, as well as lower interest income as a result of the use of existing cash used to finance a portion of the transaction. If the actual interest rates vary from the rates that have been assumed, a 25 basis points variance causes an approximate $1.9 million change to annual interest expense. (c) Pro forma balance sheet data is presented giving effect to the Offer as of March 31, 2005. (d) Estimated transactions costs of $21.1 million are included in the pro forma balance sheet data. Of this amount, $15.1 million of debt issuance costs are included in other non-current assets and $6.0 million is included as a cost of the repurchase." ITEM 12. Exhibits Item 12 of the Schedule TO is hereby amended by adding the following exhibits: (a)(5)(C) Press release issued by Mylan on July 6, 2005. (a)(5)(D) Press release issued by Mylan on July 11, 2005. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. MYLAN LABORATORIES INC. By: /s/EDWARD J. BORKOWSKI _____________________________ Name: Edward J. Borkowski Title: Chief Financial Officer Date: July 11, 2005 INDEX TO EXHIBITS Exhibit Number Document ------- -------- (a)(1)(A) Offer to Purchase dated June 16, 2005.*** (a)(1)(B) Letter of Transmittal (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9).** (a)(1)(C) Notice of Guaranteed Delivery.** (a)(1)(D) Letter to Shareholders, dated June 16, 2005.*** (a)(1)(E) Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.*** (a)(1)(F) Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.** (a)(1)(G) Letter from Mylan Laboratories Inc. to Participants in its Profit Sharing 401(k) Plan.** (a)(5)(A) Form of Summary Advertisement.*** (a)(5)(B) Press Release issued by the registrant on June 16, 2005.*** (a)(5)(C) Press Release issued by the registrant on July 6, 2005.* (a)(5)(D) Press Release issued by the registrant on July 11, 2005.* (b) Commitment Letter from Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated as of June 13, 2005.*** (d)(1) Rights Agreement dated as of August 22, 1996, between the registrant and American Stock Transfer & Trust Co., filed as Exhibit 4.1 to Form 8-K filed with the SEC on September 3, 1996, and incorporated herein by reference. (d)(2) Amendment to Rights Agreement dated as of November 8, 1999, between the registrant and American Stock Transfer & Trust Co., filed as Exhibit 1 to Form 8-A/A, filed with the SEC on March 31, 2000. (d)(3) Amendment No. 2 to Rights Agreement dated as of August 13, 2004, between the registrant and American Stock Transfer & Trust Company, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on August 16, 2004, and incorporated herein by reference. (d)(4) Amendment No. 3 to Rights Agreement dated as of September 8, 2004, between the registrant and American Stock Transfer & Trust Company, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on September 9, 2004, and incorporated herein by reference. (d)(5) Amendment No. 4 to Rights Agreement dated as of December 2, 2004, between the registrant and American Stock Transfer &Trust Company, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on December 3, 2004, and incorporated herein by reference. (d)(6) Mylan Laboratories Inc. 1986 Incentive Stock Option Plan, as amended to date, filed as Exhibit 10(b) to Form 10-K for the fiscal year ended March 31, 1993, and incorporated herein by reference. (d)(7) Mylan Laboratories Inc. 1997 Incentive Stock Option Plan, as amended to date, filed as Exhibit 10.3 to Form 10-Q for the quarter ended September 30, 2002, and incorporated herein by reference. (d)(8) Mylan Laboratories Inc. 1992 Nonemployee Director Stock Option Plan, as amended to date, filed as Exhibit 10(l) to Form 10-K for the fiscal year ended March 31, 1998, and incorporated herein by reference. (d)(9) Mylan Laboratories Inc. 2003 Long-Term Incentive Plan, filed as Appendix A to Definitive Proxy Statement on Schedule 14A, filed with the SEC on June 23, 2003, and incorporated herein by reference. (d)(10) Executive Employment Agreement dated July 22, 2002, between the registrant and Robert J. Coury, filed as Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2002, and incorporated herein by reference. (d)(11) Amendment No. 1 to Executive Employment Agreement dated as of December 15, 2003, between the registrant and Robert J. Coury, filed as Exhibit 10.15(a) to Form 10-Q for the quarter ended December 31, 2003, and incorporated herein by reference. (d)(12) Executive Employment Agreement dated as of July 1, 2004, between the registrant and Edward J. Borkowski, filed as Exhibit 10.27 to Form 10-Q/A for the quarter ended September 30, 2004 and incorporated herein by reference. (d)(13) Executive Employment Agreement dated as of July 1, 2004, between the registrant and Louis J. DeBone, filed as Exhibit 10.28 to Form 10-Q/A for the quarter ended September 30, 2004 and incorporated herein by reference. (d)(14) Executive Employment Agreement dated as of July 1, 2004, between the registrant and John P. O'Donnell, filed as Exhibit 10.29 to Form 8-K, filed with the SEC on December 3, 2004 and incorporated herein by reference. (d)(15) Executive Employment Agreement dated as of July 1, 2004, between the registrant and Stuart A. Williams, filed as Exhibit 10.30 to Form 10-Q/A for the quarter ended September 30, 2004, and incorporated herein by reference. (d)(16) Form of Employment Agreement dated as of December 15, 2003, between the registrant and certain executive officers (other than named executive officers), filed as Exhibit 10.18 to Form 10 Q for the quarter ended December 31, 2003, and incorporated herein by reference. (d)(17) Penederm Incorporated Employee Stock Option Plan incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8, filed with the Commission on October 5, 1998, File No. 333-65329. (d)(18) Penederm Incorporated 1994 Nonemployee Directors Stock Option Plan incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8, filed with the Commission on October 5, 1998, File No. 333-65327. (g) Not applicable. (h) Not applicable. _________________ * Filed herewith. ** Previously filed on Amendment No. 1 to Schedule TO on June 17, 2005. *** Previously filed on Schedule TO on June 16, 2005. EX-99 2 exhia5c.txt EXHIBIT (A)(5)(C) Exhibit (a)(5)(C) FOR IMMEDIATE RELEASE CONTACTS: Patrick Fitzgerald (Public Relations) Mylan Laboratories Inc. 724.514.1800 Kris King (Investor Relations) Mylan Laboratories Inc. 724.514.1800 MYLAN LABORATORIES ANNOUNCES CHANGES TO INCREASE INDEPENDENCE OF ITS BOARD OF DIRECTORS PITTSBURGH, PA - July 6, 2005 -- Mylan Laboratories Inc. (NYSE:MYL) today announced the resignations of two senior corporate officers from its Board of Directors as a result of which an overwhelming majority of its Board members are independent. Stuart A. Williams, Mylan's Chief Legal Officer, and Patricia A. Sunseri, a Senior Vice President of Mylan, have both stepped down from their positions on Mylan's Board, effective today. Upon the resignations of Mr. Williams and Ms. Sunseri as directors, the Board adopted a resolution reducing the size of the Board from eleven to nine directors. Both Mr. Williams and Ms. Sunseri are continuing to serve as officers of Mylan in their current positions. Milan Puskar, Mylan's Co-founder and Chairman of the Board commented, "Stu and Patricia have been extremely valuable Board members, and have contributed greatly to the success of the Company. Mylan remains committed to maintaining strong corporate governance practices and recognizes that Board independence has become an important consideration for investors. With these changes, the only current executive officer of the Company serving as a director is Mylan's Vice Chairman and Chief Executive Officer, Robert J. Coury." About Mylan Laboratories Mylan Laboratories Inc. is a leading pharmaceutical company with three principal subsidiaries, Mylan Pharmaceuticals Inc., Mylan Technologies Inc. and UDL Laboratories, Inc., that develop, license, manufacture, market and distribute an extensive line of generic and proprietary products. # # # Additional Information and Where to Find It: IN CONNECTION WITH MYLAN'S 2005 ANNUAL MEETING OF SHAREHOLDERS (THE "ANNUAL MEETING"), MYLAN WILL FILE RELEVANT MATERIALS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), INCLUDING A PRELIMINARY PROXY STATEMENT AND A DEFINITIVE PROXY STATEMENT. INVESTORS AND SHAREHOLDERS OF MYLAN ARE URGED TO CAREFULLY READ THESE MATERIALS (IF AND WHEN THEY BECOME AVAILABLE), AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS MAY OBTAIN THESE DOCUMENTS (AND ANY OTHER DOCUMENTS FILED BY MYLAN WITH THE SEC IN CONNECTION WITH THE ANNUAL MEETING) FREE OF CHARGE AT THE SEC'S WEBSITE AT WWW.SEC.GOV. IN ADDITION, THE DOCUMENTS FILED WITH THE SEC BY MYLAN MAY BE OBTAINED FREE OF CHARGE BY DIRECTING SUCH REQUESTS TO: MYLAN LABORATORIES INC., ATTENTION: INVESTOR RELATIONS, 1500 CORPORATE DRIVE, CANONSBURG, PA 15317, OR FROM MYLAN'S WEBSITE AT WWW.MYLAN.COM. Mylan, its executive officers and its directors may be deemed to be participants in Mylan's solicitation of proxies from shareholders in connection with the Annual Meeting scheduled to be held on October 28, 2005. Information about the executive officers and directors of Mylan and their ownership of Mylan common stock is set forth in the proxy statement for Mylan's 2004 Annual Meeting of Shareholders, which was filed with the SEC on June 28, 2004, and in press releases and Forms 3 and 4 for executive officers who have since joined Mylan, and in Forms 4 and 5 filed thereafter. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Mylan common stock. The solicitation and the offers to buy Mylan common stock are only made pursuant to a separate offer to purchase and related materials. Mylan has filed a Tender Offer Statement on Schedule TO with the SEC. Shareholders should carefully read the Tender Offer Statement, the offer to purchase, the related letter of transmittal and other related materials because they contain important information, including the various terms and conditions of the offer. The offer to purchase, the related letter of transmittal and certain other documents have been mailed to all holders of Mylan common stock, at no expense to them. The Tender Offer Statement (including the offer to purchase the related letter of transmittal and all other offer documents filed by Mylan with the SEC) are also available at no charge at the SEC's website at www.sec.gov. Shareholders are urged to read these materials carefully prior to making any decision with respect to the tender offer. Forward-Looking Statements This press release includes statements that constitute "forward-looking statements", including with regard to the financing and completion of the self tender offer. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Because such 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: prevailing market conditions; changes in economic and financial conditions of the Company's business; other uncertainties and matters beyond the control of management; and the other risks detailed in the Company's periodic filings with the Securities and Exchange Commission. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release. Notwithstanding any statement in this press release to the contrary, the safe harbor protections of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with a tender offer. EX-99 3 exhiba5d.txt EXHIBIT (A)(5)(D) Exhibit (a)(5)(D) For Immediate Release CONTACTS: Patrick Fitzgerald (Public Relations) Mylan Laboratories Inc. 724.514.1800 Kris King (Investor Relations) Mylan Laboratories Inc. 724.514.1800 MYLAN LABORATORIES ANNOUNCES PRELIMINARY FIRST QUARTER DILUTED EARNINGS PER SHARE - MYLAN EXTENDS SELF TENDER FROM 5:00 P.M. TO MIDNIGHT ON JULY 15, 2005 - PITTSBURGH, PA - July 11, 2005 - Mylan Laboratories Inc. (NYSE: MYL) today provided a preliminary range of first quarter fiscal 2006 adjusted diluted EPS of between $0.24 and $0.26 and GAAP diluted EPS of between $0.14 and $0.16, which includes $0.03 for a contingent liability with respect to previously-disclosed lorazepam and clorazepate product litigation. Robert J. Coury, Vice Chairman and Chief Executive Officer commented, "Even though these results are preliminary, we are pleased with the ranges we are reporting, and we look forward to our final results being released on July 19, 2005. The purpose of providing preliminary first quarter EPS is to provide shareholders with current information to allow them to consider their participation in our "Dutch Auction" self-tender. We are also reaffirming guidance, including adjusted diluted EPS, for fiscal 2006 and fiscal 2007, presented on June 14, 2005." On June 16, 2005, the Company commenced a modified "Dutch Auction" self-tender for up to approximately 48.8 million shares of its common stock (up to $1 billion). Today, the Company announced the extension of its self-tender from 5:00 p.m. to 12:00 midnight, New York City time, on Friday, July 15, 2005, in accordance with regulations of the Securities and Exchange Commission. Preliminary First Quarter Earnings Based upon current information, the Company expects adjusted earnings per diluted share to be between $0.24 and $0.26 and GAAP earnings per diluted share to be between $0.14 and $0.16, in each case for the three month period ended June 30, 2005. The above adjusted earnings per diluted share, which is a non-GAAP measure, does not include: (1) certain ongoing research and development and marketing costs related to nebivolol (the Company's next-generation beta blocker) that will be incurred until an out-licensing agreement relating to such product is signed, (2) costs, including restructuring costs, related to Mylan Bertek, the subsidiary that Mylan recently announced it was closing, and (3) a contingent legal liability related to previously-disclosed litigation in connection with the Company's lorazepam and clorazepate products. The Company continues to believe that it has meritorious defenses with respect to the claims in the litigation and intends to continue to vigorously defend its position, including pursuing a motion for judgment as a matter of law or, in the alternative, a new trial, and if those motions are denied, pursuing an appeal. A reconciliation of the preliminary range of first quarter adjusted diluted EPS to GAAP diluted EPS is attached as Appendix A to this press release. The Company is currently in the process of compiling, analyzing and finalizing the results for the first quarter and the Company's independent registered public accounting firm has not yet completed its review of the first quarter results. As such, there can be no assurance that the final adjusted or GAAP earnings per diluted share will be within the ranges specified. Mylan expects to report its final results for the first quarter of fiscal 2006 on July 19, 2005. Additional details regarding the conference call and webcast will be provided via a separate press release. Reaffirmation of Fiscal 2006 and Fiscal 2007 Guidance Mylan also reaffirmed its fiscal 2006 and fiscal 2007 guidance previously announced on June 14, 2005. For fiscal 2006, the Company reaffirmed adjusted diluted EPS guidance of $0.92 to $1.15. For fiscal 2007, the Company reaffirmed adjusted diluted EPS guidance of $1.20 to $1.74. A reconciliation of adjusted diluted EPS guidance, which is a non-GAAP measure, to GAAP diluted EPS guidance is attached as Appendix B to this press release. Non-GAAP Financial Measures Mylan has not previously disclosed non-GAAP financial measures when providing historical financial results. However, due primarily to the closing of the Company's Mylan Bertek subsidiary and the outlicensing of the Company's nebivolol product (both of which were announced by Mylan on June 14, 2005), Mylan now believes that an evaluation of its ongoing operations (and comparisons of its current operations with future operations) would be difficult if the disclosure of its financial results were limited to financial measures prepared only in accordance with accounting principles generally accepted in the United States (GAAP). In addition to disclosing its financial results determined in accordance with GAAP, Mylan is disclosing non-GAAP results that exclude special items such as those discussed above in order to enhance investors' and other readers' understanding and assessment of the Company's financial performance, because the Company's ongoing, normal business operations do not include such special items. Also, management uses these measures internally for forecasting and budgeting. Whenever Mylan uses such a non-GAAP measure, it will provide a reconciliation of non-GAAP financial measures to the most closely applicable GAAP financial measure. Investors and other readers are encouraged to review the related GAAP financial measures and the reconciliation of non-GAAP measures to their most closely applicable GAAP measure set forth in Appendix A hereto and should consider non-GAAP measures only as a supplement to, not as a substitute for or as a superior measure to, measures of financial performance prepared in accordance with GAAP. Self-Tender Extension Mylan's modified "Dutch Auction" self-tender, which was originally due to expire at 5:00 p.m., New York City time, on Friday, July 15, 2005, has been extended seven hours and will now expire at 12:00 midnight, New York City time, on Friday, July 15, 2005, unless Mylan further extends the self-tender. This change was made in order to ensure that the information contained herein and in an Amendment to Schedule TO being filed today is available to shareholders for a sufficient period of time prior to the expiration of the self-tender, in accordance with regulations of the Securities and Exchange Commission. All terms and conditions of the Offer to Purchase and related material distributed to shareholders, as amended on June 17, 2005 and July 11, 2005, continue to apply to the self-tender, as extended. About Mylan Laboratories Mylan Laboratories Inc. is a leading pharmaceutical company with three principal subsidiaries, Mylan Pharmaceuticals Inc., Mylan Technologies Inc. and UDL Laboratories, Inc., that develop, license, manufacture, market and distribute an extensive line of generic and proprietary products. Additional Information and Where to Find It: IN CONNECTION WITH MYLAN'S 2005 ANNUAL MEETING OF SHAREHOLDERS (THE "ANNUAL MEETING"), MYLAN WILL FILE RELEVANT MATERIALS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), INCLUDING A PRELIMINARY PROXY STATEMENT AND A DEFINITIVE PROXY STATEMENT. INVESTORS AND SHAREHOLDERS OF MYLAN ARE URGED TO CAREFULLY READ THESE MATERIALS (WHEN THEY BECOME AVAILABLE), AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS MAY OBTAIN THESE DOCUMENTS (AND ANY OTHER DOCUMENTS FILED BY MYLAN WITH THE SEC IN CONNECTION WITH THE ANNUAL MEETING) FREE OF CHARGE AT THE SEC'S WEBSITE AT WWW.SEC.GOV . IN ADDITION, THE DOCUMENTS FILED WITH THE SEC BY MYLAN MAY BE OBTAINED FREE OF CHARGE BY DIRECTING SUCH REQUESTS TO: MYLAN LABORATORIES INC., ATTENTION: INVESTOR RELATIONS, 1500 CORPORATE DRIVE, CANONSBURG, PA 15317, OR FROM MYLAN'S WEBSITE AT WWW.MYLAN.COM . Mylan, its executive officers and its directors may be deemed to be participants in Mylan's solicitation of proxies from shareholders in connection with the Annual Meeting scheduled to be held on October 28, 2005. Information about the executive officers and directors of Mylan and their ownership of Mylan common stock is set forth in the proxy statement for Mylan's 2004 Annual Meeting of Shareholders, which was filed with the SEC on June 28, 2004, and in press releases and Forms 3 and 4 for executive officers who have since joined Mylan, and in Forms 4 and 5 filed thereafter. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Mylan common stock. The solicitation and the offer to buy Mylan common stock are only made pursuant to a separate offer to purchase and related materials. Mylan has filed a Tender Offer Statement on Schedule TO with the SEC. Shareholders should carefully read the Tender Offer Statement, the offer to purchase, the related letter of transmittal and other related materials because they contain important information, including the various terms and conditions of the offer. The offer to purchase, the related letter of transmittal and certain other documents have been mailed to all holders of Mylan common stock, at no expense to them. The Tender Offer Statement (including the offer to purchase the related letter of transmittal and all other offer documents filed by Mylan with the SEC) are also available at no charge at the SEC's website at www.sec.gov. Shareholders are urged to read these materials carefully prior to making any decision with respect to the tender offer. Forward-Looking Statements This press release includes statements that constitute "forward-looking statements", including with regard to the Company's preliminary estimated first quarter fiscal 2006 earnings per share range, the release of its final first quarter results, the Company's fiscal 2006 and 2007 guidance and its pending litigation. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Because such 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: the Company's ability to successfully develop, license or otherwise acquire and introduce new products on a timely basis in relation to competing product introductions; the Company's ability to obtain required FDA approvals for new products on a timely basis; uncertainties regarding continued market acceptance of and demand for the Company's products; the Company's periodic dependence on a relatively small group of products as a significant source of its net revenue or net income; unexpected delays in the Company's ability to submit applications to the FDA; risks inherent in legal proceedings; the effects of vigorous competition on commercial acceptance of the Company's products and their pricing, including, without limitation, the impact of the entry of generic competition for fentanyl; a regulatory or other delay impacting the launch of nebivolol; the high cost and uncertainty associated with compliance with extensive regulation of the pharmaceutical industry; the possibility that the calculation and reporting of amounts owed in respect of Medicaid and other governmental pricing programs could be challenged, and that sanctions or penalties could be assessed; the significant research and development expenditures the Company makes to develop products, the commercial success of which is uncertain; the possible loss of business from the Company's concentrated customer base; the potential costs and product introduction delays that may result from use of legal, regulatory and legislative strategies by the Company's competitors and other third parties, including the practice of "authorized generics" and the use of citizen's petitions to delay or prevent product introductions; the Company's dependence on third party suppliers and distributors for raw materials; the possible negative effects of any interruption of manufacturing of products at the Company's principal facilities; the effects of consolidation of the Company's customer base; uncertainties regarding patent, intellectual and other proprietary property protections; the expending of substantial resources associated with litigation involving patent or other intellectual property protection of products; possible reductions in reimbursement rates for pharmaceutical products; possible negative effects on product pricing of current or future legislative or regulatory programs, including state Medicaid programs; uncertainties regarding the Company's performance under indemnification clauses in certain material agreements; 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 GAAP and related standards; prevailing market conditions; changes in economic and financial conditions of the Company's business; uncertainties and matters beyond the control of management, which could affect the Company's earnings guidance, as well as the subjectivity inherent in any probability weighted analysis underlying the Company's assumptions and estimates with respect to the future; and the fact that the Company's books and records for the first quarter of fiscal 2006 have not yet been finalized and the Company's independent auditors have not yet reviewed such first quarter results. These cautionary statements should be considered in connection with any subsequent written or oral forward-looking statements that may be made by the Company or by persons acting on its behalf and in conjunction with its periodic SEC filings. In addition, please refer to the cautionary statements and risk factors in Item I of the Company's Form 10-K for the year ended March 31, 2005, and in its other filings with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release. Notwithstanding any statement in this press release to the contrary, the safe harbor protections of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with a tender offer. Appendix A Reconciliation of Historical Non-GAAP Financial Measures First Quarter Fiscal 2006 Preliminary Financial Results Reconciliation of Adjusted diluted EPS to GAAP diluted EPS First Quarter Fiscal 2006 ------------------------- Low High --- ---- Adjusted diluted EPS $0.24 $0.26 Mylan Bertek and nebivolol expenses ($0.05) ($0.05) Restructuring charges and other non-recurring expenses ($0.02) ($0.02) Contingent legal liability ($0.03) ($0.03) ------- ------- GAAP diluted EPS $0.14 $0.16 ======= ======= Appendix B Reconciliation of Forward-Looking Non-GAAP Financial Measures Reconciliation of Adjusted diluted EPS Guidance to GAAP diluted EPS Guidance (1) Fiscal 2006 ----------- Low High --- ---- Adjusted diluted EPS $0.92 $1.15 Mylan Bertek and nebivolol expenses ($0.11) ($0.11) Restructuring charges and other non-recurring expenses ($0.05) ($0.05) Contingent legal liability (2) ($0.03) ($0.03) ------- ------- GAAP diluted EPS (2) $0.73 $0.96 ======= ======= (1) Fiscal 2007 guidance excludes any potential impact for stock-based compensation expenses upon adoption of SFAS No. 123(R), Share-Based Payment. Management is currently assessing the impact that adoption of SFAS No. 123(R) will have on the company's consolidated financial statements. (2) The adjustment relating to the contingent legal liability was not included in the Reconciliation of Adjusted diluted EPS Guidance to GAAP diluted EPS Guidance provided in a press release issued by Mylan on June 14, 2005. However, in preparing its first quarter results, the Company determined that, as a result of a June 1, 2005 jury verdict against the Company and one of its subsidiaries in its previously-disclosed lorazepam and clorazepate product litigation, a contingent liability of $12 million should be recorded. The GAAP diluted EPS, as it appeared in such reconciliation table for fiscal 2006 in the June 14, 2005 press release, was a low of $0.76 and a high of $0.99. -----END PRIVACY-ENHANCED MESSAGE-----