Amended Current Report Filing (8-k/a)
15 Juli 2022 - 1:02PM
Edgar (US Regulatory)
PERRIGO Co plc 00-0000000 true 0001585364 0001585364 2022-04-29 2022-04-29 0001585364 us-gaap:CommonStockMember 2022-04-29 2022-04-29 0001585364 prgo:M4.000NotesDue2023Member 2022-04-29 2022-04-29 0001585364 prgo:M3.900NotesDue2024Member 2022-04-29 2022-04-29 0001585364 prgo:M4.375NotesDue2026Member 2022-04-29 2022-04-29 0001585364 prgo:M3.150NotesDue2030Member 2022-04-29 2022-04-29 0001585364 prgo:M5.300NotesDue2043Member 2022-04-29 2022-04-29 0001585364 prgo:M4.900NotesDue2044Member 2022-04-29 2022-04-29
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 29, 2022
Perrigo Company plc
(Exact name of registrant as specified in its charter)
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Commission file number 001-36353 |
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| Ireland |
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Not Applicable |
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(I.R.S. Employer Identification No.) |
The Sharp Building, Hogan Place, Dublin 2, Ireland D02 TY74
+353 1 7094000
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered pursuant to section 12(b) of the Act:
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| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Ordinary shares, €0.001 par value |
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PRGO |
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New York Stock Exchange |
| 4.000% Notes due 2023 |
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PRGO23 |
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New York Stock Exchange |
| 3.900% Notes due 2024 |
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PRGO24 |
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New York Stock Exchange |
| 4.375% Notes due 2026 |
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PRGO26 |
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New York Stock Exchange |
| 3.15% Notes due 2030 |
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PRGO30 |
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New York Stock Exchange |
| 5.300% Notes due 2043 |
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PRGO43 |
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New York Stock Exchange |
| 4.900% Notes due 2044 |
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PRGO44 |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
As previously reported, on April 29, 2022, Perrigo Company plc (the “Company”) completed the acquisition of Héra SAS (“HRA Pharma”).
This Amendment No. 1 to Current Report on Form 8-K/A (“Amendment No. 1”) is filed to amend the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on May 2, 2022 to include the historical financial statements of HRA Pharma and certain pro forma financial information required by Item 9.01 (a) and (b) of Form 8-K.
The pro forma financial information included in this Amendment No. 1 has been presented for informational purposes only. It does not purport to represent the actual results of operations that the Company and HRA Pharma would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after the consummation of the acquisition.
| Item 9.01 |
Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired
The audited consolidated financial statements of Héra SAS as of and for the year ended December 31, 2021 are included as Exhibit 99.1 to this Current Report on Form 8-K/A.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial information as of and for the year ended December 31, 2021 is included as Exhibit 99.2 to this Current Report on Form 8-K/A.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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(Registrant) |
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PERRIGO COMPANY PLC |
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By: |
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/s/ Eduardo Bezerra |
| Dated: July 15, 2022 |
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Eduardo Bezerra |
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Chief Financial Officer |
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