DUBLIN, July 10,
2024 /PRNewswire/ -- Perrigo Company plc (NYSE PRGO)
("Perrigo" or the "Company"), a leading provider of Consumer
Self-Care Products, today announced that it has completed the
previously announced divestment of the HRA Pharma Rare Diseases
business to Esteve Healthcare, S.L. ("ESTEVE") for a total
consideration of up to €275 million, consisting of an upfront cash
payment of €190 million, subject to customary net debt and working
capital adjustments, and up to €85 million in potential earnout
payments based on the Rare Diseases business achieving certain
sales milestones. Perrigo expects to redeploy proceeds from the
divestment for debt repayment.
The impact from this transaction was included in the Company's
previously issued 2024 outlook. In 2023, the HRA Pharma Rare
Diseases business delivered net sales of approximately €50 million
and adjusted EBITDA of approximately €20 million.
About Perrigo
Perrigo Company plc (NYSE: PRGO) is a leading provider of
Consumer Self-Care Products and over-the-counter (OTC)
health and wellness solutions that enhance individual well-being by
empowering consumers to proactively prevent or treat conditions
that can be self-managed. Visit Perrigo online at
www.perrigo.com.
Perrigo Forward-Looking Statements
Certain statements in this press release are "forward-looking
statements." These statements relate to future events or the
Company's future financial performance and involve known and
unknown risks, uncertainties and other factors that may cause the
actual results, levels of activity, performance or achievements of
the Company or its industry to be materially different from those
expressed or implied by any forward-looking statements. In some
cases, forward-looking statements can be identified by terminology
such as "may," "will," "could," "would," "should," "expect,"
"forecast," "plan," "anticipate," "intend," "believe," "estimate,"
"predict," "potential" or the negative of those terms or other
comparable terminology. The Company has based these forward-looking
statements on its current expectations, assumptions, estimates and
projections. While the Company believes 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 the
Company's control, including: supply chain impacts on the Company's
business, including those caused or exacerbated by armed conflict,
trade and other economic sanctions and/or disease; general
economic, credit, and market conditions; the impact of the wars
in Ukraine and the Middle
East and any escalation thereof, including the effects of
economic and political sanctions imposed by other countries related
thereto; the outbreak or escalation of conflict in other regions
where we do business; future impairment charges, if we determine
that the carrying amount of specific assets may not be recoverable
from the expected future cash flows of such assets; customer
acceptance of new products; competition from other industry
participants, some of whom have greater marketing resources or
larger market shares in certain product categories than the Company
does; pricing pressures from customers and consumers; resolution of
uncertain tax positions and any litigation relating thereto,
ongoing or future government investigations and regulatory
initiatives; uncertainty regarding the Company's ability to obtain
and maintain its regulatory approvals; potential costs and
reputational impact of product recalls or sales halts; potential
adverse changes to U.S. and foreign tax, healthcare and other
government policy; the effect of the coronavirus (COVID-19)
pandemic and its variants, or other epidemic or pandemic disease;
the timing, amount and cost of any share repurchases (or the
absence thereof) and/or any refinancing of outstanding debt at or
prior to maturity; fluctuations in currency exchange rates and
interest rates; the Company's ability to achieve the benefits
expected from its sale of its HRA Pharma Rare Diseases Business,
including the potential earnout payments, and the risk that
potential costs or liabilities incurred or retained in connection
with that transaction may exceed the Company's estimates or
adversely affect the Company's business or operations; the risk
that potential costs or liabilities incurred or retained in
connection with the sale of the Company's Rx business may exceed
the Company's estimates or adversely affect the Company's business
or operations; the Company's ability to achieve the benefits
expected from the acquisitions of Héra SAS ("HRA Pharma") and
Nestlé's Gateway infant formula plant along with the U.S. and
Canadian rights to the GoodStart® infant formula brand and other
related formula brands ("Gateway") and/or the risks that the
Company's synergy estimates are inaccurate or that the Company
faces higher than anticipated integration or other costs in
connection with the acquisitions; risks associated with the
integration of HRA Pharma and Gateway, including the risk that
growth rates are adversely affected by any delay in the integration
of sales and distribution networks; the consummation and success of
other announced and unannounced acquisitions or dispositions, and
the Company's ability to realize the desired benefits thereof; and
the Company's ability to execute and achieve the desired benefits
of announced cost-reduction efforts and other strategic initiatives
and investments, including the Company's ability to achieve the
expected benefits from its ongoing restructuring programs
described herein. Adverse results with respect to pending
litigation could have a material adverse impact on the Company's
operating results, cash flows and liquidity, and could ultimately
require the use of corporate assets to pay damages, reducing assets
that would otherwise be available for other corporate purposes.
These and other important factors, including those discussed under
"Risk Factors" in the Company's Form 10-K for the year
ended December 31, 2023, as well as the Company's subsequent
filings with the United States Securities and Exchange Commission,
may cause actual results, performance or achievements to differ
materially from those expressed or implied by these forward-looking
statements. The forward-looking statements in this press release
are made only as of the date hereof, and unless otherwise required
by applicable securities laws, the Company disclaims any intention
or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or
otherwise.
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PERRIGO COMPANY
PLC
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RECONCILIATION OF
NON-GAAP MEASURES
|
|
|
|
(in
thousands)
|
|
|
|
(unaudited)
|
|
|
|
|
|
Twelve Months
Ended
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|
HRA Rare
Diseases
|
|
December 31,
2023
|
|
Loss from continuing
operations(1)
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|
$
(84,097)
|
|
Income tax
expense(2)
|
|
5,410
|
|
Interest expense,
net
|
|
—
|
|
Depreciation and
amortization
|
|
9,655
|
|
EBITDA
|
|
(69,032)
|
|
Impairment
charges
|
|
89,978
|
|
Adjusted EBITDA
|
|
20,946
|
|
|
|
|
|
|
|
(1) The Rare Diseases
reporting unit was a fully integrated component of the CSCI
segment, and as a result reported values were not separately
tracked. Loss from continuing operations is estimated for this
purpose as revenue less cost of goods sold (determined in each case
in accordance with U.S. GAAP), less a proportionate share of
selling, general and administrative expenses of the CSCI reporting
segment, based on the fraction of revenue of the Rare Diseases
business bore to CSCI revenue. Depreciation and amortization is
based on U.S. GAAP charges for the Rare Diseases
business.
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(2) Calculation of the
effective tax rate for the Rare Disease business is impractical.
Accordingly, Income tax expense is estimated for this purpose based
on the French corporate income tax rate in effect during the
period, which we believe is a reasonable approximation of the
effective tax rate that would be applicable to the business on a
stand-alone basis.
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SOURCE Perrigo Company plc