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PERRIGO CO PLC : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

09/09/2021 | 04:08pm EDT

ITEM 1.01. Entry into a Material Definitive Agreement.

On September 8, 2021, Perrigo Company plc (the "Company") and Habsont Unlimited Company, a wholly owned subsidiary of the Company (the "Purchaser"), entered into a Put Option Agreement (the "Put Option Agreement") with funds affiliated with private equity firm Astorg and Goldman Sachs Asset Management and certain other parties thereto (collectively, the "Sellers"). Pursuant to the Put Option Agreement and a Securities Sale Agreement in an agreed form attached to the Put Option Agreement (the "Purchase Agreement" and, together with the Put Option Agreement, the "Acquisition Agreements"), the Purchaser has committed to acquire certain holding companies holding all of the outstanding equity interests of Héra SAS ("HRA") from the Sellers for cash pursuant to the terms, and subject to the conditions, set forth in the Acquisition Agreements. The transaction values HRA at approximately €1.8 billion, or approximately $2.1 billion, on an enterprise value basis and using a lockbox mechanism set forth in the Purchase Agreement.

The parties' entry into the Purchase Agreement is subject to the completion of a works council consultation process required under French law, following which the Sellers will have the right, pursuant to and subject to the terms of the Put Option Agreement, to require the Purchaser and the Company to enter into the Purchase Agreement. The closing of the transaction is subject to customary closing conditions, including, among others, obtaining required antitrust clearances and a foreign investment authorization from the French Ministry of Economy (together, the "Regulatory Conditions").

The Sellers' option to require the Purchaser and the Company to enter into the Purchase Agreement expires at the earlier of five business days after completion of the works council consultation process and the first business day falling four months after entry into the Put Option Agreement. Pursuant to the Put Option Agreement, the Sellers have agreed to certain non-solicitation obligations with respect to an alternative transaction for a period of 12 months from signing of the Put Option Agreement.

The Acquisition Agreements provide termination rights for the parties, including in the event closing of the transaction has not occurred prior to March 8, 2022 at 8:00 pm CET (subject to automatic extensions to June 8, 2022 and September 8, 2022 in certain circumstances), subject to certain exceptions. In the event the Acquisition Agreements are terminated in specified circumstances relating to the failure of the Regulatory Conditions to be satisfied, then the Sellers will have the right to receive from the Purchaser a termination fee of €100 million, or approximately $119 million.

The Acquisition Agreements contain (a) representations and warranties and (b) covenants, including regarding the operation of HRA from the entry into the Put Option Agreement through the closing of the transaction, as well as indemnification rights, including with respect to (i) certain breaches of such representations and warranties and covenants and (ii) certain "leakage" from the lockbox mechanism as more specifically set forth in the Acquisition Agreements. In addition, the Purchaser has entered into a management warranty agreement with certain of the Sellers who are members of HRA's management containing certain additional representations and warranties related to HRA's business.

The foregoing description of the Acquisition Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Agreements. A copy of the Put Option Agreement (including the Purchase Agreement, which is attached to the Put Option Agreement as an exhibit thereto) is attached hereto as Exhibit 2.1, and the terms of the Acquisition Agreements are incorporated herein by reference. The Acquisition Agreements contain representations, warranties and covenants that the respective parties made to each other as of the dates specified therein. The assertions embodied in those representations, warranties and covenants were made, or will be made, for purposes of the contracts among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreements. The representations, warranties and covenants in the


Acquisition Agreements are also modified in important part by the related schedules thereto which are not filed publicly and which may be subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. The Company does not believe that these schedules contain information that is material to an investment decision. Investors are not third-party beneficiaries under the Acquisition Agreements and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective affiliates.

ITEM 9.01. Financial Statements and Exhibits.

Number        Description

2.1             Put Option Agreement, dated as of September 8, 2021, by and among
              Perrigo Company plc, Habsont Unlimited Company and certain other
              parties set forth therein

104           Cover Page Interactive Data file (embedded within the Inline XBRL

Certain statements in this Current Report on Form 8-K 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," "poised," "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: the effect of the novel coronavirus (COVID-19) pandemic and the associated supply chain impacts on the Company's business; general economic, credit, and market conditions; future impairment charges; 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, including the Company's appeal of the Notice of Assessment (the "NoA") issued by the Irish tax authority and the draft and final Notices of Proposed Assessment ("NOPAs") issued by the U.S. Internal Revenue Service and the impact that an adverse result in any such proceedings would have on operating results, cash flows, and liquidity; pending and potential third-party claims and litigation, including litigation relating to the Company's restatement of previously-filed financial information and litigation relating to uncertain tax positions, including the NoA and the NOPAs; potential impacts of ongoing or future government investigations and regulatory initiatives; potential costs and reputational impact of product recalls or sales halts; the impact of tax reform legislation and healthcare policy; the timing, amount and cost of any share repurchases; fluctuations in currency exchange rates and interest rates; the success of the sale of the Rx business, including the ability to achieve the expected benefits thereof and the risk that potential costs or liabilities incurred or retained in connection with the transaction may exceed the Company's estimates or adversely affect the Company's business or operations; the consummation and success of the proposed acquisition of HRA and the ability to achieve the expected benefits thereof, including the risk that the works council consultation process is lengthier than anticipated, the risk that the parties fail to obtain the required regulatory approvals or to fulfill the other conditions to closing on the expected timeframe or at


all, the occurrence of any other event, change or circumstance that could delay the transaction or result in the termination of the put option agreement or securities sale agreement or the risks that Company's synergy estimates are inaccurate or that the Company faces higher than anticipated integration or other costs in connection with the proposed acquisition; the consummation and success of other announced 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 strategic and other initiatives. An adverse result with respect to the Company's appeal of any material outstanding tax assessments or pending litigation, including securities or drug pricing matters, could ultimately require the use of corporate assets to pay such assessments, damages from third-party claims, and related interest and/or penalties, and any such use of corporate assets would limit the assets 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, 2020, 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 Current Report on Form 8-K 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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