Perrigo Company (NYSE:PRGO; TASE) and Elan Corporation, plc
(NYSE:ELN) (“Elan”) today announced that the Irish High Court has
approved Perrigo’s pending acquisition of Elan.
As previously announced, on July 28, 2013, Perrigo and Elan
entered into a transaction agreement pursuant to which Perrigo
agreed to acquire Elan through the formation of a new Irish holding
company that has since been renamed Perrigo Company plc (“New
Perrigo”). The acquisition of Elan will be effected by a “scheme of
arrangement” under Irish law and, in connection with the
acquisition, a subsidiary of New Perrigo will merge with and into
Perrigo. Following the consummation of these transactions, both
Perrigo and Elan will be wholly owned subsidiaries of New
Perrigo.
The parties have now obtained all regulatory approvals required
to complete the transaction. The closing remains subject to the
satisfaction of other customary closing conditions and is expected
to occur on December 18, 2013. Based thereon, trading of Perrigo
shares will continue on the New York Stock Exchange until the end
of the day on December 18, 2013, and on the Tel Aviv Stock Exchange
until 4:30 p.m. local time (9:30 a.m. Eastern Standard Time) on
December 19, 2013; trading of Elan ordinary shares will continue on
the Irish Stock Exchange until the end of the day on December 17,
2013, and trading of Elan American Depositary Shares will continue
on the New York Stock Exchange until the end of the day on December
18, 2013. The delisting of Elan ordinary shares from the Irish
Stock Exchange and of the Elan American Depositary Shares from the
New York Stock Exchange will be effective following the close of
trading in those respective markets on December 18, 2013. The
ordinary shares of New Perrigo are expected to commence trading
under the ticker symbol "PRGO" on the New York Stock Exchange on
December 19, 2013, and on the Tel Aviv Stock Exchange on December
22, 2013.
Perrigo Chairman, President and CEO Mr. Joseph C. Papa stated:
“We are pleased with the Irish High Court’s approval of the scheme
of arrangement and expect to close the Elan transaction prior to
the end of the year.”
About Perrigo
From its beginnings as a packager of generic home remedies in
1887, Perrigo Company, based in Allegan, Michigan, has grown to
become a leading global healthcare supplier. The Company develops,
manufactures and distributes over-the-counter (“OTC”) and generic
prescription (“Rx”) pharmaceuticals, nutritional products and
active pharmaceutical ingredients (“API”) and is the world’s
largest manufacturer of OTC pharmaceutical products for the store
brand market. Perrigo’s mission is to offer uncompromised “quality,
affordable healthcare productsTM”, and it does so across a wide
variety of product categories primarily in the United States,
United Kingdom, Mexico, Israel and Australia, as well as certain
other markets throughout the world, including Canada, China and
Latin America. Visit Perrigo on the Internet
(http://www.perrigo.com).
About Elan
Elan is a biotechnology company, headquartered in Dublin,
Ireland, committed to making a difference in the lives of patients
and their families by dedicating itself to bringing innovations in
science to fill significant unmet medical needs that continue to
exist around the world. Elan’s ordinary shares are traded on the
ISE under ISIN IE0003072950; American Depositary Shares
representing ordinary shares of Elan are traded on the NYSE under
the ticker symbol ELN. For additional information about Elan,
please visit Elan’s web site at www.elan.com.
About New Perrigo
Perrigo Company plc is a public limited company incorporated in
Ireland solely for the purpose of effecting the transactions
contemplated by the Transaction Agreement (as defined below). To
date, New Perrigo has not conducted any activities other than those
incidental to its formation and the execution of the Transaction
Agreement related to the acquisition of Elan.
The Elan directors accept responsibility for all the information
contained in this announcement other than information relating to
Perrigo and its subsidiary undertakings, the directors of Perrigo
and members of their immediate families, related trusts and persons
connected with them. To the best of the knowledge and belief of the
Elan directors (who have taken all reasonable care to ensure that
such is the case), the information in this announcement for which
they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such
information.
The Perrigo directors accept responsibility for all the
information contained in this announcement other than information
relating to Elan and its subsidiary undertakings, the directors of
Elan and members of their immediate families, related trusts and
persons connected with them. To the best of the knowledge and
belief of the Perrigo directors (who have taken all reasonable care
to ensure that such is the case), the information in this
announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
Any holder of 1% or more of any class of relevant securities of
Elan or of Perrigo may have disclosure obligations under Rule 8.3
of the Irish Takeover Panel Act, 1997, Takeover Rules 2007 (as
amended).
Cautionary Statement regarding Forward-Looking
Statements
This announcement includes certain ‘forward looking statements’
within the meaning of, and subject to the safe harbor created by,
Section 21E of the Securities Exchange Act of 1934, as amended,
with respect to the business, strategy and plans of Perrigo, Elan
and/or New Perrigo, their expectations relating to the transactions
contemplated by that certain Transaction Agreement, dated as of
July 28, 2013, between Elan, Perrigo, Leopard Company, Habsont
(f/k/a Habsont Limited) and New Perrigo (the “Transaction
Agreement”), and Perrigo’s, Elan’s and/or New Perrigo’s future
financial condition and performance, including estimated synergies.
Statements that are not historical facts, including statements
about Perrigo’s, Elan’s and/or New Perrigo’s management’s beliefs
and expectations, are forward looking statements. Words such as
‘believes’, ‘anticipates’, ‘estimates’, ‘expects’, ‘intends’,
‘aims’, ‘potential’, ‘will’, ‘would’, ‘could’, ‘considered’,
‘likely’, ‘estimate’ and variations of these words and similar
future or conditional expressions are intended to identify forward
looking statements but are not the exclusive means of identifying
such statements.
Examples of such forward looking statements include, but are not
limited to, statements about expected benefits and risks associated
with the transactions contemplated by the Transaction Agreement,
projections or expectations of profit attributable to shareholders,
including estimated synergies, anticipated provisions or
write-downs, economic profit, dividends, capital structure or any
other financial items or rations; statements of plans, objectives
or goals of Perrigo, New Perrigo, Elan or the combined business
following the transactions contemplated by the Transaction
Agreement; statements about the future trends in tax or interest
rates, liquidity, foreign exchange rates, stock market levels and
demographic trends and any impact that those matters may have on
Perrigo, New Perrigo, Elan or the combined company following the
transactions contemplated by the Transaction Agreement; statements
concerning any future Irish, UK, US or other economic or regulatory
environment or performance; statements about strategic goals,
competition, regulation, regulatory approvals, dispositions and
consolidation or technological developments in the healthcare and
lifesciences industry; and statements of assumptions underlying
such statements.
While Perrigo, Elan and New Perrigo believe 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
Perrigo’s, Elan’s and/or New Perrigo’s control. By their nature,
forward looking statements involve risk and uncertainty because
they relate to events and depend upon future circumstances that may
or may not occur. Actual results may differ materially from
Perrigo’s, Elan’s and/or New Perrigo’s current expectations
depending upon a number of factors affecting Perrigo’s business,
New Perrigo’s business, Elan’s business and risks associated with
acquisition transactions. These factors include, among others, the
inherent uncertainty associated with financial projections;
restructuring in connection with, and successful close of, the
transactions contemplated by the Transaction Agreement; subsequent
integration of the transactions contemplated by the Transaction
Agreement and the ability to recognize the anticipated synergies
and benefits of the transactions contemplated by the Transaction
Agreement; the receipt of required regulatory approvals for the
transactions contemplated by the Transaction Agreement; access to
available financing (including financing for the transactions
contemplated by the Transaction Agreement) on a timely basis and on
reasonable terms; the risks and uncertainties normally incident to
the pharmaceutical industry, including product liability claims and
the availability of product liability insurance; market acceptance
of and continued demand for Perrigo’s, New Perrigo’s and Elan’s
products; changes in tax laws or interpretations that could
increase Perrigo’s or the combined company’s consolidated tax
liabilities; and such other risks and uncertainties detailed in
Perrigo’s, Elan’s and New Perrigo’s periodic public filings with
the SEC, including but not limited to those discussed under “Risk
Factors” in Perrigo’s Form 10-K for the fiscal year ended June 29,
2013, Elan’s Annual Report on Form 20-F for the fiscal year ended
December 31, 2012 and New Perrigo’s Registration Statement on Form
S-4/A filed on October 8, 2013, in Perrigo’s, Elan’s and New
Perrigo’s subsequent filings with the SEC and in other investor
communications of Perrigo, Elan and New Perrigo from time to
time.
The forward looking statements in this announcement are made
only as of the date hereof, and unless otherwise required by
applicable securities laws, Perrigo, Elan and New Perrigo disclaim
any intention or obligation to update or revise any forward looking
statements, whether as a result of new information, future events
or otherwise.
No Offer or Solicitation
This announcement is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction
pursuant to the proposed transaction or otherwise, nor shall there
be any sale, issuance or transfer of securities in any jurisdiction
in contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
No Profit Forecast/Asset Valuation
No statement in this announcement is intended to constitute a
profit forecast or asset valuation for any period, nor should any
statements be interpreted to mean that earnings or earnings per
share will necessarily be greater or lesser than those for the
relevant preceding financial periods for either Perrigo, New
Perrigo or Elan, as appropriate.
General
The release, publication or distribution of this announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions. Accordingly, copies of this announcement and
all other documents relating to the transaction are not being, and
must not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any such jurisdiction. Persons
receiving such documents (including, without limitation, nominees,
trustees and custodians) should observe these restrictions. Failure
to do so may constitute a violation of the securities laws of any
such jurisdiction. To the fullest extent permitted by applicable
law, the companies involved in the proposed transaction disclaim
any responsibility or liability for the violations of any such
restrictions by any person.
Photos/Multimedia Gallery Available:
http://www.businesswire.com/multimedia/home/20131213005292/en/
For more information:Elan Investor Relations:Chris
Burns +1-800-252-3526David Marshall +353-1-709-4444orElan Media
Relations:Emer Reynolds +353-1-709-4022orPerrigo Investor
Relations:Arthur Shannon +1-269-686-1709Bradley Joseph
+1-269-686-3373
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