POS EX

As filed with the Securities and Exchange Commission on December 18, 2013

Registration No. 333-190859

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PERRIGO COMPANY PLC

(Exact Name of Registrant as Specified in Its Charter)

Ireland	2834	Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

33 Sir John Rogerson’s Quay

Dublin 2, Ireland

+353  1  6040031

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Judy Brown

Executive Vice President and Chief Financial Officer

Perrigo Company plc

Harcourt Street

3rd Floor, Europa House

The Harcourt Centre

Dublin 2, Ireland

+353  1  6040031

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Matthew G. Hurd Krishna Veeraraghavan Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 U.S.A. +1 (212) 558-4000 Todd W. Kingma Executive Vice President, General Counsel and Secretary Perrigo Company 515 Eastern Avenue Allegan, Michigan 49010 U.S.A. +1 (269) 673-8451 John Given Executive Vice President and General Counsel Elan Corporation, plc Treasury Building Lower Grand Canal Street Dublin 2, Ireland +353-1-709-4000 William F. Daniel
Executive Vice President
and Company Secretary Elan Corporation, plc Treasury Building Lower Grand Canal Street Dublin 2, Ireland +353-1-709-4000 Christopher T. Cox
Gregory P. Patti, Jr. Cadwalader, Wickersham &
Taft LLP One World Financial Center New York, New York 10281 U.S.A. +1 (212) 504-6000

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger and the acquisition described in the enclosed joint proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x

Registration Number: 333-190859

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

EXPLANATORY NOTE

This post-effective Amendment No. 1 to Perrigo Company plc’s (formerly known as Perrigo Company Limited and, prior thereto, Blisfont Limited) Registration Statement on Form S-4 (Registration No. 333-190859), originally filed with the Securities and Exchange Commission on August 28, 2013 (as amended by Amendment No. 1, filed on September 13, 2013, Amendment No. 2, filed on September 26, 2013, Amendment No. 3, filed on October 1, 2013, and Amendment No. 4, filed on October 8, 2013) (as so amended, the “Registration Statement”), is being filed for the sole purpose of replacing Exhibit 5.1: Form of opinion of Dillon Eustace, previously filed with the Registration Statement, and Exhibit 8.1: Form of opinion of Fischer Behar Chen Well Orion & Co., previously filed with the Registration Statement, with final executed versions of Exhibit 5.1 and Exhibit 8.1, filed herewith. The Registration Statement is hereby amended, as appropriate, to reflect the replacement of such exhibits. This post-effective Amendment No. 1 to the Registration Statement became effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.

Item 21. Exhibits and Financial Statement Schedules

(a) The exhibits listed below in the “Exhibit Index” are filed as part of, or are incorporated by reference in, this joint proxy/registration statement.

Exhibit Number	Exhibit Description
2.1*	Transaction Agreement, dated as of July 28, 2013, between Elan Corporation, plc, Perrigo Company, Leopard Company, Habsont Limited and Perrigo Company plc (formerly known as Perrigo Company Limited and, prior to that, Blisfont Limited) (included as Annex A to the joint proxy statement/prospectus that is a part of this registration statement)
2.2*	Appendix I to Rule 2.5 Announcement (Conditions of the Acquisition and the Scheme) (included as Annex B to the joint proxy statement/prospectus that is a part of this registration statement)
2.3*	Expenses Reimbursement Agreement, dated as of July 28, 2013, between Elan Corporation, plc and Perrigo Company (included as Annex C to this joint proxy statement/prospectus that is a part of this registration statement)
3.1*	Form of Memorandum and Articles of Association of Perrigo Company plc (formerly known as Perrigo Company Limited and, prior to that, Blisfont Limited) (included as Annex D to the joint proxy statement/prospectus that is a part of this registration statement)
5.1	Opinion of Dillon Eustace as to the validity of the New Perrigo ordinary shares
8.1	Opinion of Fischer Behar Chen Well Orion & Co, relating to tax matters
10.1*	Debt Bridge Credit Agreement, dated as of July 28, 2013, by and among Perrigo Company plc (formerly known as Perrigo Company Limited and, prior to that, Blisfont Limited), the lenders from time to time party thereto, Barclays Bank PLC, as Administrative Agent, and HSBC Bank USA, N.A., as Syndication Agent (incorporated by reference to Exhibit 10.1 to Perrigo’s Current Report on Form 8-K filed on July 29, 2013)
10.2*	Cash Bridge Credit Agreement, dated as of July 28, 2013, by and among Perrigo Company plc (formerly known as Perrigo Company Limited and, prior to that, Blisfont Limited), the lenders from time to time party thereto, Barclays Bank PLC, as Administrative Agent, and HSBC Bank USA, N.A., as Syndication Agent (incorporated by reference to Exhibit 10.2 to Perrigo’s Current Report on Form 8-K filed on July 29, 2013)
10.3*	Term Loan Credit Agreement, dated as of September 6, 2013, by and among Perrigo Company plc (formerly known as Perrigo Company Limited and, prior to that, Blisfont Limited), the lenders from time to time party thereto, Barclays Bank PLC, as Administrative Agent, and HSBC Bank USA, N.A., as Syndication Agent
10.4*	Revolving Credit Agreement, dated as of September 6, 2013, by and among Perrigo Company plc (formerly known as Perrigo Company Limited and, prior to that, Blisfont Limited), the lenders from time to time party thereto, Barclays Bank PLC, as Administrative Agent, and HSBC Bank USA, N.A., as Syndication Agent
21.1*	Subsidiaries of Perrigo Company plc (formerly known as Perrigo Company Limited and, prior to that, Blisfont Limited)
23.1	Consent of Dillon Eustace (included in Exhibit 5.1)
23.2	Consent of Fischer Behar Chen Well Orion & Co (included in Exhibit 8.1)
23.3*	Consent of Ernst & Young LLP, independent registered public accounting firm for Perrigo Company
23.4*	Consent of KPMG, independent registered public accounting firm for Elan Corporation, plc
24.1*	Powers of Attorney

Exhibit Number	Exhibit Description
99.1*	Consent of Barclays Capital Inc.
99.2*	Consent of Citigroup Global Markets Limited
99.3*	Consent of Morgan Stanley & Co. International plc
99.4*	List of Relevant Territories for DWT Purposes (included as Annex I to the joint proxy statement/prospectus that is a part of this registration statement)
99.5*	Form of Proxy Card for Perrigo Special Meeting
99.6*	Forms of Proxy Cards, Voting Instructions Cards and Depositary Notice for Court Meeting and EGM

* Previously filed.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this post-effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on December 18, 2013.

PERRIGO COMPANY PLC
By:	/s/ Judy L. Brown
	Judy L. Brown
	Executive Vice President and     Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities indicated below on December 18, 2013.

Signature	Title
/s/ Joseph C. Papa Joseph C. Papa	President and Chief Executive Officer (Principal Executive Officer and Chairman of the Board)
/s/ Judy L. Brown Judy L. Brown	Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer, Authorized Representative in the United States)
/s/ Laurie Brlas Laurie Brlas	Director
/s/ Gary M. Cohen Gary M. Cohen	Director
/s/ Jacqualyn A. Fouse Jacqualyn A. Fouse	Director
/s/ David T. Gibbons David T. Gibbons	Director
/s/ Ran Gottfried Ran Gottfried	Director
/s/ Ellen R. Hoffing Ellen R. Hoffing	Director
/s/ Michael J. Jandernoa Michael J. Jandernoa	Director
/s/ Gary K. Kunkle, Jr. Gary K. Kunkle, Jr.	Director
/s/ Herman Morris, Jr. Herman Morris, Jr.	Director
/s/ Ben-Zion Zilberfarb Ben-Zion Zilberfarb	Director

Exhibit Index

Exhibit Number	Exhibit Description
2.1*	Transaction Agreement, dated as of July 28, 2013, between Elan Corporation, plc, Perrigo Company, Leopard Company, Habsont Limited and Perrigo Company plc (formerly known as Perrigo Company Limited and, prior to that, Blisfont Limited) (included as Annex A to the joint proxy statement/prospectus that is a part of this registration statement)
2.2*	Appendix I to Rule 2.5 Announcement (Conditions of the Acquisition and the Scheme) (included as Annex B to the joint proxy statement/prospectus that is a part of this registration statement)
2.3*	Expenses Reimbursement Agreement, dated as of July 28, 2013, between Elan Corporation, plc and Perrigo Company (included as Annex C to this joint proxy statement/prospectus that is a part of this registration statement)
3.1*	Form of Memorandum and Articles of Association of Perrigo Company plc (formerly known as Perrigo Company Limited and, prior to that, Blisfont Limited) (included as Annex D to the joint proxy statement/prospectus that is a part of this registration statement)
5.1	Opinion of Dillon Eustace as to the validity of the New Perrigo ordinary shares
8.1	Opinion of Fischer Behar Chen Well Orion & Co, relating to tax matters
10.1*	Debt Bridge Credit Agreement, dated as of July 28, 2013, by and among Perrigo Company plc (formerly known as Perrigo Company Limited and, prior to that, Blisfont Limited), the lenders from time to time party thereto, Barclays Bank PLC, as Administrative Agent, and HSBC Bank USA, N.A., as Syndication Agent (incorporated by reference to Exhibit 10.1 to Perrigo’s Current Report on Form 8-K filed on July 29, 2013)
10.2*	Cash Bridge Credit Agreement, dated as of July 28, 2013, by and among Perrigo Company plc (formerly known as Perrigo Company Limited and, prior to that, Blisfont Limited), the lenders from time to time party thereto, Barclays Bank PLC, as Administrative Agent, and HSBC Bank USA, N.A., as Syndication Agent (incorporated by reference to Exhibit 10.2 to Perrigo’s Current Report on Form 8-K filed on July 29, 2013)
10.3*	Term Loan Credit Agreement, dated as of September 6, 2013, by and among Perrigo Company plc (formerly known as Perrigo Company Limited and, prior to that, Blisfont Limited), the lenders from time to time party thereto, Barclays Bank PLC, as Administrative Agent, and HSBC Bank USA, N.A., as Syndication Agent
10.4*	Revolving Credit Agreement, dated as of September 6, 2013, by and among Perrigo Company plc (formerly known as Perrigo Company Limited and, prior to that, Blisfont Limited), the lenders from time to time party thereto, Barclays Bank PLC, as Administrative Agent, and HSBC Bank USA, N.A., as Syndication Agent
21.1*	Subsidiaries of Perrigo Company plc (formerly known as Perrigo Company Limited and, prior to that, Blisfont Limited)
23.1	Consent of Dillon Eustace (included in Exhibit 5.1)
23.2	Consent of Fischer Behar Chen Well Orion & Co (included in Exhibit 8.1)
23.3*	Consent of Ernst & Young LLP, independent registered public accounting firm for Perrigo Company
23.4*	Consent of KPMG, independent registered public accounting firm for Elan Corporation, plc
24.1*	Powers of Attorney
99.1*	Consent of Barclays Capital Inc.
99.2*	Consent of Citigroup Global Markets Limited

Exhibit Number	Exhibit Description
99.3*	Consent of Morgan Stanley & Co. International plc
99.4*	List of Relevant Territories for DWT Purposes (included as Annex I to the joint proxy statement/prospectus that is a part of this registration statement)
99.5*	Form of Proxy Card for Perrigo Special Meeting
99.6*	Forms of Proxy Cards, Voting Instructions Cards and Depositary Notice for Court Meeting and EGM

* Previously filed.

EX-5.1

Exhibit 5.1

                         Our Ref:                 PER11/01/LT/AP

                         Your Ref:

18^th December, 2013

Perrigo Company plc

33 Sir John Rogerson’s Quay

Dublin 2

Re:    Perrigo Company plc

Dear Sir or Madam

We are acting as Irish counsel for Perrigo Company plc (the “Company”), a limited liability company incorporated under the laws of Ireland, in connection with the proposed registration by the Company of up to 141,690,367 ordinary shares, par value €0.001 (the “Ordinary Shares”), pursuant to a Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company under the Securities Act of 1933, as amended (such Ordinary Shares to be issued (i) pursuant to a Scheme of Arrangement to be entered into under section 201 of the Companies Act 1963 by Elan Corporation plc and its members (the “Scheme”) and (ii) an agreement between Elan Corporation plc, Perrigo Company, Leopard Company, Habsont Limited and the Company dated 28 July 2013 (the “Agreement”).

In connection with this opinion, we have reviewed copies of such corporate records of the Company as we have deemed necessary as a basis for the opinions hereinafter expressed. In rendering this opinion, we have examined, and have assumed the truth and accuracy of the contents of, such documents and certificates of officers of the Company and of public officials as to factual matters and have conducted such searches in public registries in Ireland as we have deemed necessary or appropriate for the purposes of this opinion but have made no independent investigation regarding such factual matters. In our examination we have assumed the truth and accuracy of the information contained in such documents, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents.

We have further assumed that none of the resolutions and authorities of the shareholders or Directors of the Company upon which we have relied or will rely upon have been or will be varied, amended or revoked in any respect or have expired or will expire and that the Ordinary Shares will be issued in accordance with such resolutions and authorities and the Company will be re-registered as a public limited company.

Having made such further investigation and reviewed such other documents as we have considered requisite or desirable, subject to the foregoing and to the within additional qualifications and assumptions, we are of the opinion that:

1. The Company has been duly incorporated and is a company existing under the laws of Ireland.

2. The Ordinary Shares have been duly authorised and when issued in accordance with the terms of the Scheme and the terms of the Agreement will be validly issued, fully paid and not subject to calls for any additional payments (“non-assessable”).

3. Under the laws of Ireland, where the Company is incorporated, no personal liability attaches to the holders of the Ordinary Shares solely by reason of their being holders thereof.

4. In rendering this opinion, we have confined ourselves to matters of Irish law. We express no opinion on any laws other than the laws of Ireland (and the interpretation thereof) in force as at the date hereof.

5. We hereby consent to the filing of this opinion with the United States Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of our name in the proxy statement / prospectus that is a part of the Registration Statement.

6. This opinion is being delivered to you and may not be relied upon or distributed to any other person without our prior written consent.

7. The opinion is governed by and construed in accordance with the laws of Ireland.

Yours faithfully,

Dillon Eustace

EX-8.1

Exhibit 8.1

Fischer Behar Chen Well Orion & Co

Reuven Behar	Omri Shilo	Orit Hirschbrand	Roi Warhaftig	Ortal Bela
Amir Chen	Merav Shivek	Etti Dolev	Shalom Hershkovitz	Hila Burg Silberstein
Avraham Well	Liat Volanovsky-neuman	Yasmin Rubin	Asaf Gabay	Hilla Sachs
Dr. Gil Orion	Shiry Trifon	Nirit Henig	Arik Kaufman	Michal Brandel
Israel Fischer	Sharon Rosen	Shai Zadik	Tania Cohen	Itiel Ben Haim
Ronald Lehmann	Ayelet Leshem	Reut Arviv	Gabriella Strihan	Edy Glozman
Eran Yaniv	Efrat Sharon	Elad Shulman	Sagi Rabinovich	Esther Logvinsky
Atir Jaffe	Warren Wienburg	Noa Barhum	Eldad Meller	Jonathan Braverman
Tal Eyal-Boger	Michal Nissani	Tal Wiesengrun	Vardit Zigelbaum	Omri Collen
Yoram Bonen	Ofer Priel	Tomer Berreby	Oshrat Mor-Barak	Carolyn Zeimer
Raz Tepper	Halit Simchoni	Ziv Schwartz	Lital Joseph	Tsachi Hoftman
Tamar Turjeman-Kedem	Michal Sela	Yael Riemer	Michal Shnapp	Oren Shalom
Anat Shavit	Sagi Katz	Liron Lotan-Fendell	Gilad Idisis	Maor Mousle
Michal Faktor	Gali Friedhof	Ranit Waldman	Ori Shloma	Nitzan Bar
Meital Ben-Basat	Moran Friedman	Hadar Israeli	Keren Cohen	Leeor Gur
Nataly Mishan-Zakai	Hadar Sive	Elad Offek	Tali Delouya	Abigail Faust-Grossman
Tsafrir Negbi	Ayana Neumann	Meirav Bar-Zik	Reut Goldstein	Amir Pintow
Miri Kimhi-Goldstein	Shelly Ivgi-Golbery	Ofira Alon	Jonathan Behar	Reemon Silverman
Gilad Winkler	Noya Kislev	Hagit Horowitz	Avigail Cohen	Omer Beer
Talya Solomon	Liat Halperin	Yoel Spiegel	Keren Alon	Amir Varon
Orit Malka	Michal Tamar	Gilad Tuffias	Meiran Sandelson	Shiri Noyman
Oded Revivo	Dar Lahav	Izick Vatensteen	Zamir Ben Basat	Karin Ayalon
Behir Sabban	Itay Maoz	Vered Oren	Moran Rom	Noga Blickstein Shchory
Shay Teken	Amit Dat	Maayan Snir	Doron Rentsler	Elad Sebban
Ron Sitton	Shimrit Kenig	Shira Gillat	Hagar Keren-Hackim	Tali Michlin
Shay Adulam	Yoav Hovav	Ori Avni	Adi Bester	Adi Weitzhandler
Israel Markovitz	Sharon Klein-Manbar	Yael Shimon-Many	Nadav Oberman	Keren Shmueli
Sagi Hammer	Naama Gil	Dikla Lavy-Fischer	Oz Cohen	Udi Karklinsky
Dan Tzafrir	Herut Chasid	Nohar Bresler	Lior Bechar
Booz Noiman	Shir Or	Moran Rabbia Perera	Dana Lahav	Isachar Fischer 1929-2013
Nitzan Sandor	Royi Steinmetz	Ester Dediashvili	Doron Kol

November 6, 2013

Perrigo Company Limited

33 Sir John Rogerson’s Quay

Dublin 2, Ireland

Re: Perrigo Company Limited

Ladies and Gentlemen:

We have acted as counsel to Perrigo Company, a Michigan corporation (“Perrigo”), in connection with the merger (the “Merger”) of Leopard Company, a Delaware corporation (“Merger Sub”) and an indirect wholly-owned subsidiary of Perrigo Company Limited (formerly known as Blisfont Limited), a company incorporated in Ireland (“New Perrigo”), with and into Perrigo. The Merger is to be undertaken pursuant to the Transaction Agreement, dated as of July 28, 2013 (the “Transaction Agreement”), between New Perrigo, Perrigo, Merger Sub, Habsont Limited, an Irish corporation and a wholly-owned subsidiary of New Perrigo (“Foreign Holdco”), and Elan Corporation, plc, a public limited company incorporated in Ireland (“Elan”).

We are issuing this opinion in connection with the registration statement on Form S-4 (the “Registration Statement”), which includes a joint proxy statement/prospectus related to the Merger and the other transactions contemplated by the Transaction Agreement, filed with the Securities and Exchange Commission (the “Commission”) in connection with the Merger and the other transactions contemplated by the Transaction Agreement.

For purposes of the opinion set forth below, we have relied upon the accuracy and completeness of the factual statements and representations that are contained in the Transaction Agreement, the Registration Statement, including the joint proxy statement/prospectus that forms a part of the

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Registration Statement, and such other records, documents, and information as in our judgment are necessary or appropriate to enable us to provide such opinion. We have not undertaken any independent investigation of any factual matter set forth in any of the foregoing, and we have assumed that (i) such factual statements and representations are accurate and complete as of the date hereof and will be accurate and complete as of the effective time of the Merger, (ii) the factual statements and representations made to the knowledge of any person or entity or with similar qualification are and will be true and correct as if made without such qualification, (iii) the Merger will be consummated in the manner contemplated by, and in accordance with, the terms set forth in the Transaction Agreement and described in the Registration Statement, without the waiver of any material condition, and (iv) the Merger will be effective under applicable state law. We have also assumed, based upon your representation to us, that (x) New Perrigo is, and will be upon the consummation of the Merger, controlled and managed from outside the State of Israel and (y) a majority of the assets held, directly and indirectly, by New Perrigo are, and will be upon the consummation of the Merger, located outside of the State of Israel.

Subject to the assumptions, qualifications and limitations set forth herein and in the Registration Statement, we hereby confirm that the discussion in the Registration Statement under the heading “Israeli Income Tax Consequences of the Merger” is our opinion insofar as such discussion relates to matters of Israeli income tax law and legal conclusions with respect to those matters. No opinion is expressed on any matters other than those specifically covered by this opinion.

This opinion is expressed as of the date hereof and is based on provisions of the Israeli Income Tax Ordinance (New Version), 1961, and any regulations, rules, orders or procedures promulgated thereunder, published rulings of the Israeli Tax Authority, and case law, in each case as in effect as of the date hereof, any of which may be changed at any time with retroactive effect. Any change in applicable laws or facts or in circumstances surrounding the Merger, or any inaccuracy in the statements, facts, assumptions, and representations upon which we have relied, may affect the validity of our opinion. We assume no responsibility to inform you of any such change or inaccuracy that may occur or may come to our attention. In addition, our opinion is based on the assumption that the matters will be properly presented to the applicable court. Further, our opinion is not binding on the Israeli Tax Authority or a court. There can be no assurance that the Israeli Tax Authority will not take contrary positions or that a court would agree with our opinion if litigated.

We consent to the filing of this letter as Exhibit 8.1 to the Registration Statement and to the use of our name under the heading “Israeli Income Tax Consequences of the Merger” in the Registration Statement. By giving this consent, we do not admit that we are (1) experts within the meaning of Section 11 of the Securities Act of 1933, as amended, or (2) within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or under the rules and regulations of the Commission thereunder.

Very truly yours,

2