ALLEGAN, Mich., Nov. 18, 2013 /PRNewswire/ -- Perrigo Company
(NYSE: PRGO; TASE), a leading global healthcare supplier
("Perrigo") today announced that, at a shareholder meeting held
today, proposals related to Perrigo's proposed acquisition of Elan
Corporation, plc (NYSE: ELN) ("Elan") were approved by Perrigo's
shareholders.
(Logo:
http://photos.prnewswire.com/prnh/20120301/DE62255LOGO )
"We are pleased with the shareholder approval for this
transaction, which establishes a diversified platform to enable
future expansion as an integrated company," said Perrigo Chairman,
President and CEO Joseph C. Papa.
"Moving forward, we will continue to build on our position as an
industry-leading global healthcare company with the balance sheet
liquidity and operational structure to accelerate our growth."
Perrigo's shareholder approval satisfies certain conditions to
the closing of the transaction. The closing of the transaction
remains subject to certain regulatory approvals, approval by the
Irish High Court and other customary closing conditions, and is
expected to occur by the end of calendar year 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 products™", 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).
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, its expectations relating to the transactions
contemplated by the Transaction Agreement between, Elan, Perrigo,
Leopard Company, Habsont Limited and Perrigo Company Limited (f/k/a
Blisfont Limited) ("New Perrigo"), dated July 28, 2013 (the "Transaction Agreement"), and
Perrigo's future financial condition and performance, including
estimated synergies. Statements that are not historical facts,
including statements about 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 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 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 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 (including the approval
of antitrust authorities necessary to complete 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 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, in Perrigo's subsequent filings with the SEC and in
other investor communications of 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 disclaims 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.
Irish Takeover Rules
The directors of Perrigo accept
responsibility for the information contained in this communication,
other than information relating to Elan, 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
directors of Perrigo (who have taken all reasonable care to ensure
such is the case), the information contained in this communication
is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Persons interested in 1 per cent or more of any relevant
securities in Elan or Perrigo may have disclosure obligations under
rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007
(as amended).
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