UBS Global Asset Management Americas Inc – ‘PX14A6G’ on 10/13/04 re: Mylan Inc.

On:  Wednesday, 10/13/04, at 11:05am ET   ·   Effective:  10/13/04   ·   Accession #:  861177-4-26   ·   File #:  1-09114

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Notice of an Exempt Proxy Solicitation   —   Rule 14a-6(g)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PX14A6G     Notice of an Exempt Proxy Solicitation                 4±    15K 


U.S. SECURITIES AND EXCHANGE COMMISSION               
Washington, DC 20549                

NOTICE OF EXEMPT SOLICITATION               

1.     Name of the Registrant:                                                  

Mylan Laboratories Inc.                                           

2.     Name of person relying on exemption:                                     

UBS Global Asset Management (Americas) Inc.                       

3.     Address of person relying on exemption:                                  

UBS Tower                                                         
One North Wacker Drive                                            
Chicago, Illinois 60606                                           

4.     Written materials.  The following written materials are                  
attached:                                                         

Exhibit 1:  Letter, dated October 12, 2004, from John C.          
Leonard, Head of North American Equity Securities for       
UBS Global Asset Management (Americas) Inc., to Milan       
Puskar, Chairman of the Board of Directors of Mylan         
Laboratories Inc.                                           

Exhibit 1                                                                       

[Letterhead for UBS Global Asset Management (Americas) Inc.]              

October 12, 2004                                                                
Via Federal Express                                                             

Mr. Milan Puskar                                                                
Chairman of the Board of Directors                                              
Mylan Laboratories, Inc.                                                        
1500 Corporate Drive                                                            
Canonsburg, PA 15317                                                            

Mr. Puskar:                                                                     

We  are writing to you as representatives of our clients on whose               
behalf  we have purchased shares of Mylan common stock.  We  wish               
to inform you of our concerns stemming from Management's proposed               
issuance   of  Mylan  common  stock  to  shareholders   of   King               
Pharmaceuticals,   Incorporated,   pursuant   to    the    merger               
contemplated by the Agreement and Plan of Merger, dated July  23,               
2004.   We  believe the proposed King acquisition  on  the  terms               
announced  not only is dilutive of long term economic  value  for               
Mylan   shareholders,  but  also  raises  the  potential  for   a               
suboptimal execution on the Nebivolol launch, due both to a  lack               
of  clinical/commercial resources from the combined entity and an               
unprecedented level of integration distractions.                                

Mylan management stated in its introductory comments on the  July               
26th conference call announcing this proposed transaction,  "King               
gives us an attractive brand portfolio that, when leveraged  with               
Mylan's  capabilities,  will diversify our  revenue  stream.   We               
believe  that this combination creates a greater growth potential               
and reduced risk for our shareholders through a better balance of               
our businesses."  We disagree with management's statement for the               
following reasons:                                                              

1).  This  proposed transaction appears highly dilutive to  Mylan               
Shareholders.   Our own internal financial models  indicate  that               
this transaction would prove highly dilutive to GAAP Earnings per               
Share  in  the  out  years  of our five  year  modeling  horizon,               
irrespective of any short term NON GAAP earnings accretion  which               
may occur.                                                                      

The Mylan and King Management teams' own forecasts correlate with               
our  own  projections.  Goldman Sachs, in developing  a  fairness               
opinion  of  this  proposed  transaction,  and  relying  upon   a               
Discounted  Cash  Flow analysis "using the  King  forecasts,  the               
Mylan  forecasts  and  estimates  of  the  cost  and  operational               
synergies  prepared  by  the managements  of  King  and  Mylan"1,               
calculated  the  following ranges of implied present  values  per               
share  for  King  ($8.55-$11.80), Mylan  ($19.40-29.07)  and  the               
Proforma Combined Company ($15.23-$22.51), respectively.                        

2).    We   remain  convinced  that  Mylan  Management's   stated               
expectation for a re-valuation of its common shares by  investors               
under a metric of "Proforma" earnings is ill-founded and unlikely               
to occur.  As we've shared this concern with Mr. Coury at both of               
our recent meetings, we base this conclusion upon our examination               
of     other    significant    dilutive    mergers     in     the               
pharmaceutical/biotech industry over the past several years.   We               
continue  to  believe  that  investors  will  refuse  to   reward               
pharmaceutical  companies  seeking  to  downplay   the   relative               
importance  of "non-cash" intangible amortization, for  as  these               
assets expire over time, they have a deleterious cash implication               
for  the  business going forward.  More specific to Mylan,  given               
the following considerations:                                                   

-  The  extraordinary magnitude of the intangibles ($2.214B)                
from the projected allocation of the proposed purchase price          
($3.729B);                                                            

-  The rapidly approaching exclusivity losses in the King                   
product portfolio; and                                                

-  The lack of any meaningful King new product pipeline to help             
offset these impending and material losses in revenues and            
profit.                                                               

We  have  little  confidence that investors will  now  choose  to               
ignore  this  dilution, given historical precedents and  commonly               
applied valuation methodologies.                                                

3).   The King transaction's primary purported strategic benefit,               
namely  a  "pay as you go" launch strategy for Mylan's Nebivolol,               
appears  questionable  at present.  We  have  conducted  what  we               
believe  to be extensive scientific and commercial due  diligence               
on  Nebivolol these past 15 months, and assuming proper  clinical               
development  programs and commercial execution, we share  in  Mr.               
Coury's  enthusiasm  for  the  clinical  profile  and  commercial               
prospects  for  Nebivolol. However, as a historical  acquirer  of               
third  party  branded  pharmaceutical products,  King  lacks  any               
clinical development capabilities in either field (heart  failure               
or  osteoporosis) for which Nebivolol has  potential  incremental               
clinical utility.  Moreover, last month's lawsuit filed by  Wyeth               
against  King  gives  us a great deal of concern  that  the  King               
cardiovascular sales force may prove incapable of  launching  and               
promoting   Nebivolol  with  the  required  levels  of   manpower               
necessary   for  success  in  the  highly  competitive   domestic               
cardiovascular marketplace.                                                     

4).   Finally,  the integration and management distractions  from               
this   proposed  transaction  appear  extremely  onerous.   These               
distractions  seem to us an unnecessary burden,  particularly  as               
Mylan management appears highly focused on their core generic and               
branded business opportunities.                                                 

Accordingly,  we do not believe that the proposed acquisition  of               
King  is  in the best interests of our clients.  We would welcome               
an  opportunity to discuss our stance in this regard with you  or               
other members of the Mylan Board of Directors.                                  

Sincerely,                                                                      

/s/  John C. Leonard                                                            
John C. Leonard, CFA                                                            
Head of North American Equities                                                 
UBS Global Asset Management                                                     

CC:                                                                             
Board  of  Directors  of Mylan Laboratories  Inc.  c/o  Roger  L.               
Foster, Senior Vice President, General Counsel & Secretary                      
Chris Young, ISS                                                                
Carl Icahn, Icahn & Company                                                     
Blake Grossman, Barclay's Global Investors                                      
Alan Brown, State Street Global Advisors                                        
Gus Sauter, The Vanguard Group, Inc.                                            
Kevin Ferguson, Lord, Abbett & Company                                          
James Terrile, Capital Research & Management Company                            
Lori Bertner, Putnam Investment Management, Inc.                                
Andrew C. Stevens, Artisan Partners L.P.                                        

_______________________________                                                 
1 Discounted Cash Flow Analysis, pp. 48-49, Form S-4, Mylan                     
Laboratories Inc, September 03, 2004                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘PX14A6G’ Filing		Date		Other Filings
Filed on / Effective on:		10/13/04		425
		10/12/04
		9/3/04		S-4
		7/23/04		8-K
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