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Shareholders' Equity
9 Months Ended
Sep. 30, 2015
Equity [Abstract]  
Shareholders' Equity
Shareholders’ Equity
A summary of the changes in shareholders’ equity for the nine months ended September 30, 2015 and 2014 is as follows:
(In millions)
Total Mylan N.V. Shareholders' Equity
 
Noncontrolling Interest
 
Total
December 31, 2014
$
3,255.9

 
$
20.1

 
$
3,276.0

Net earnings
653.0

 
0.1

 
653.1

Other comprehensive loss, net of tax
(566.6
)
 

 
(566.6
)
Stock option activity
92.9

 

 
92.9

Share-based compensation expense
66.4

 

 
66.4

Issuance of restricted stock, net of shares withheld
(41.5
)
 

 
(41.5
)
Tax benefit of stock option plans
49.5

 

 
49.5

Issuance of ordinary shares to purchase the EPD Business
6,305.8

 

 
6,305.8

Purchase of subsidiary shares from noncontrolling interest

 
(18.7
)
 
(18.7
)
Other
(1.8
)
 
(0.1
)
 
(1.9
)
September 30, 2015
$
9,813.6

 
$
1.4

 
$
9,815.0


(In millions)
Total Mylan N.V. Shareholders' Equity
 
Noncontrolling Interest
 
Total
December 31, 2013
$
2,941.8

 
$
18.1

 
$
2,959.9

Net earnings
740.2

 
2.4

 
742.6

Other comprehensive earnings, net of tax
(380.2
)
 

 
(380.2
)
Stock option activity
34.2

 

 
34.2

Share-based compensation expense
48.0

 

 
48.0

Issuance of restricted stock, net of shares withheld
(19.0
)
 

 
(19.0
)
Tax benefit of stock option plans
22.5

 

 
22.5

Other

 
(1.7
)
 
(1.7
)
September 30, 2014
$
3,387.5

 
$
18.8

 
$
3,406.3



On February 27, 2015, Abbott transferred the EPD Business to Mylan N.V. in exchange for 110 million ordinary shares of Mylan N.V. As a result of the EPD Transaction, Mylan Inc. became an indirect wholly owned subsidiary of Mylan N.V. Mylan Inc.’s outstanding common stock, par value $0.50 per share, was exchanged on a one to one basis for Mylan N.V. ordinary shares, nominal value €0.01 per ordinary share. Immediately prior to the EPD Transaction, each share of Mylan Inc. common stock held in treasury was eliminated and the total recorded amount was reclassified as additional paid-in-capital.
On April 3, 2015, the Company and Stichting Preferred Shares Mylan (the “Foundation”) entered into a call option agreement (the “Call Option Agreement”). Pursuant to the terms of the Call Option Agreement, Mylan N.V. granted the Foundation a call option (the “Option”), permitting the Foundation to acquire from time-to-time Mylan N.V. preferred shares up to a maximum number equal to the total number of Mylan N.V. ordinary shares issued at such time to the extent such shares are not held by the Foundation. The exercise price of the Option is €0.01 per preferred share. On April 21, 2015, the Company received a letter from the President and Chief Executive Officer of Teva Pharmaceutical Industries Ltd. ("Teva"), containing a non-binding expression of interest from Teva to acquire Mylan for $82 per Mylan ordinary share. On July 23, 2015, in response to Teva's unsolicited expression of interest in acquiring Mylan, the Foundation exercised the Option and acquired 488,388,431 Mylan preferred shares (which represents 100% of the class of Mylan preferred shares as of the date of this report) pursuant to the terms of the Call Option Agreement. In compliance with the current statutory arrangement, 25% of the nominal value of the preferred shares, approximately $1.3 million, was paid to Mylan in cash upon issuance. Each Mylan ordinary share and preferred share is entitled to one vote on each matter properly brought before a general meeting of shareholders. On July 27, 2015, Teva announced its entry into an agreement to acquire the Generic Drug Unit of Allergan plc and the withdrawal of its unsolicited, non-binding expression of interest to acquire Mylan. On September 19, 2015, the Foundation requested the cancellation of the Mylan preferred shares issued on July 23, 2015, informing Mylan that it was reasonably convinced that the influences that might adversely affect or threaten the strategy, mission, independence, continuity and/or identity of Mylan and its business in a manner that is contrary to the interest of Mylan, its business, and its stakeholders had been sufficiently addressed. Cancellation of the preferred shares requires Mylan shareholder approval. A shareholders meeting to approve the cancellation of the preferred shares will be held on January 7, 2016. The record date for the shareholders meeting to approve the cancellation of the preferred shares will be December 10, 2015. As a result of the pending cancellation of the preferred shares, the paid up value of approximately $1.3 million is included in other current liabilities in the Condensed Consolidated Balance Sheets. On October 26, 2015, the Foundation transferred the preferred shares issued to it on July 23, 2015 to a trustee, who undertook not to exercise any rights attached to the preferred shares other than attending the shareholders meeting and voting in favor of the cancellation of the preferred shares. The Foundation will continue to have the right to exercise the Option in the future in response to a new threat to the interests of Mylan, its businesses and its stakeholders from time to time.