ALLEGAN, Mich. and DUBLIN, Dec. 13,
2013 /PRNewswire/ -- 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.
(Logo:
http://photos.prnewswire.com/prnh/20120301/DE62255LOGO)
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
the transaction to close on December
18th, 2013"
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
life sciences 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.
SOURCE Perrigo Company