DUBLIN, Nov. 29,
2023 /PRNewswire/ -- Perrigo Company plc (NYSE:
PRGO) (the "Company"), a leading provider of Consumer Self-Care
Products, today announced the early tender results of the
previously announced cash tender offer (the "Tender Offer") by
Perrigo Finance Unlimited Company, its wholly-owned finance
subsidiary (the "Issuer"), to purchase its 3.900% Senior Notes due
2024 (CUSIP / ISIN Nos. 714295 AC6 / US714295AC63) (the "Notes") in
a principal amount of up to $300,000,000. The terms and
conditions of the Tender Offer are set forth in an Offer to
Purchase, dated November 10, 2023 (the "Offer to
Purchase").
The aggregate principal amount of Notes validly tendered and not
validly withdrawn as of 5:00 p.m.,
New York City time, on
November 28, 2023 (the "Early Tender
Date"), according to information provided by D.F. King & Co.,
Inc., the tender and information agent for
the Tender Offer, is set forth in the table below.
Title of
Security
|
Issuer
|
CUSIP
/ ISIN Nos.(1)
|
Principal
Amount
Outstanding
|
Tender
Cap
|
Aggregate
Principal
Amount
Tendered at
Early Tender
Date
|
Aggregate
Principal
Amount
Expected to
be Accepted
for
Purchase(2)
|
Percentage
of
Outstanding
Principal
Amount
Expected to
be Accepted
for
Purchase(2)(3)
|
Proration
Rate(3)
|
Total
Consideration(4)(5)
|
3.900%
Senior
Notes
due
2024
|
Perrigo
Finance
Unlimited
Company
|
714295 AC6 /
US714295AC63
|
$700,000,000
|
$300,000,000
|
$385,548,000
|
$300,000,000
|
42.86 %
|
76.32 %
|
$983.75
|
|
|
(1)
|
No representation is
made as to the correctness or accuracy of the CUSIP or ISIN
numbers listed in this press release, the Offer to Purchase or
printed on the Notes. They are provided solely for the convenience
of holders of the Notes.
|
|
|
(2)
|
Subject to satisfaction
or waiver of the conditions set forth in the Offer to Purchase, the
Issuer anticipates that Notes will be accepted for purchase in
accordance with the terms of the Tender Offer on December 15,
2023.
|
|
|
(3)
|
This figure has been
rounded to the nearest hundredth of a percentage point for
presentation purposes.
|
|
|
|
|
(4)
|
Per $1,000 principal
amount of Notes.
|
|
|
|
|
(5)
|
Excludes accrued
interest, if any, which will be paid in addition to the Total
Consideration.
|
|
Holders of Notes who validly tendered and did not validly
withdraw their Notes on or before the Early Tender Date, and
whose Notes are accepted for purchase in the Tender Offer, will be
entitled to receive the Total Consideration, which includes an
early tender premium of $30.00 per
$1,000 principal amount of Notes. In
addition, holders whose Notes are accepted for purchase in the
Tender Offer will receive accrued and unpaid interest, if any, to,
but excluding, the date on which the Tender Offer is settled.
Subject to the satisfaction or waiver of the conditions set forth
in the Offer to Purchase, the Issuer anticipates that settlement of
Notes accepted for purchase will occur on December 15, 2023.
The Tender Offer will expire at 5:00
p.m., New York City time,
on December 12, 2023, unless extended
(such date and time, as the same may be extended, the "Expiration
Date"). The time and date on or before which validly tendered Notes
may be validly withdrawn expired at 5:00
p.m., New York City time,
on November 28, 2023. Holders may not
validly withdraw any validly tendered Notes after that time and
date, unless required by law.
The consummation of the Tender Offer is subject to the
satisfaction of certain conditions as set forth in the Offer to
Purchase, including, among other things, the closing and funding of
the Proposed Financing (as defined below) on terms reasonably
satisfactory to the Company (the "Financing Condition"). As
previously disclosed, to finance the Tender Offer, the Company,
through a wholly owned subsidiary, is concurrently seeking to
borrow $300,000,000 of incremental
term loans under its existing senior secured credit facilities (the
"Proposed Financing"), subject to market and other conditions. The
Financing Condition is expected to be satisfied on or before
December 15, 2023. The Issuer
reserves the right, in its sole discretion, to waive any and all
conditions to the Tender Offer with respect to the Notes.
Since the aggregate principal amount of Notes validly
tendered and not validly withdrawn at or prior to the
Early Tender Date exceeds the Tender Cap, Notes tendered after the
Early Tender Date and on or prior to the Expiration Date will not
be purchased pursuant to the Tender Offer and the principal amount
of Notes expected to be accepted for purchase will be prorated, on
the terms and subject to the conditions described in the Offer to
Purchase. Based upon the aggregate principal amount of Notes that
were validly tendered and not validly withdrawn, the proration rate
is approximately 76.32%.
The Issuer's obligations to accept any Notes tendered and to pay
the applicable consideration for them are set forth solely in the
Offer to Purchase. This press release is neither an offer to
purchase nor a solicitation of an offer to sell any Notes. No
offer, solicitation, purchase or sale will be made in any
jurisdiction in which such offer, solicitation, or sale would be
unlawful. The Tender Offer is made only by, and pursuant to the
terms of, the Offer to Purchase, and the information in this press
release is qualified by reference to the Offer to Purchase. Subject
to applicable law, the Issuer may amend, extend, waive conditions
to or terminate the Tender Offer.
J.P. Morgan Securities LLC is the Dealer Manager for the Tender
Offer. Persons with questions regarding the Tender Offer should
contact J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or
(212) 834-4087 (collect). Requests for copies of the Offer to
Purchase should be directed to D.F. King & Co., Inc., the
Tender and Information Agent for the Tender Offer, at (212)
269-5550 (banks and brokers), (800) 290-6432 (toll-free) or email
at perrigo@dfking.com.
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.
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
particular, statements about the Company's expectations, beliefs,
plans, objectives, assumptions, future events or future performance
and statements regarding the timing and the terms of the Tender
Offer and the Proposed Financing are 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. These and other important
factors, including those discussed under "Risk Factors" in the
Company's Form 10-K for the year ended December 31, 2022 and
Quarterly Reports on Form 10-Q for the quarters ended April 1, 2023, July 1,
2023 and September 30, 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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SOURCE Perrigo Company plc