8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 26, 2014

PERRIGO COMPANY PLC

(Exact name of registrant as specified in its charter)

Commission file number 001-36353

Ireland	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland	Not Applicable
(Address of principal executive offices)	(Zip Code)

+353 1 7094000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On November 26, 2014, Perrigo Company plc (the “Company”) issued a press release announcing the closing of the Company’s registered public offering, previously announced in its Current Report on Form 8-K filed on November 20, 2014, relating to the sale of 6,809,210 ordinary shares at a public offering price of $152.00 per share, including the full exercise of the option to purchase up to an additional 888,157 ordinary shares by J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives of the several underwriters. A copy of the November 26, 2014 press release is included as Exhibit 99.1 hereto. The legal opinion related to the offering is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 5.1	Opinion of A&L Goodbody.
Exhibit 23.1	Consent of A&L Goodbody (included in Exhibit 5.1).
Exhibit 99.1	Press Release issued by Perrigo Company plc, dated November 26, 2014.

No Offer or Solicitation

This Form 8-K does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.

Cautionary Statement Regarding Forward-Looking Statements

This Form 8-K 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 the Company, its expectations and its future financial condition and performance. Statements that are not historical facts, including statements about the Company’s managements’ beliefs and expectations, are forward looking statements. Words such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or the negative of those terms or other comparable terminology are intended to identify forward looking statements but are not the exclusive means of identifying such statements. 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. 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 the Company’s current expectations depending upon a number of factors affecting the Company’s business. These factors include, among others, the inherent uncertainty associated with financial projections; successful completion of the transactions contemplated herein; 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 the Company’s products; changes in tax laws or interpretations that could increase the Company’s tax liabilities; and such other risks and uncertainties detailed in the Company’s periodic public filings with the SEC, including but not limited to those discussed under “Risk Factors” in the Company’s Form 10-K for the fiscal year ended June 28, 2014, in the subsequent filings with the SEC and in other investor communications of the Company from time to time. The forward-looking statements in this document 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.

Signature

Pursuant to the requirement 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.

Dated: November 26, 2014

PERRIGO COMPANY PLC (Registrant)
By:	/s/ Judy L. Brown
	Judy L. Brown Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)

Exhibit Index

Exhibit 5.1	Opinion of A&L Goodbody.
Exhibit 23.1	Consent of A&L Goodbody (included in Exhibit 5.1).
Exhibit 99.1	Press Release issued by Perrigo Company plc, dated November 26, 2014.

EX-5.1

Exhibit 5.1

A&L Goodbody Solicitors International Financial Services Centre North Wall Quay Dublin 1

Tel: + 353 1 649 2000 Fax: + 353 1 649 2649 email: info@algoodbody.com website: www.algoodbody.com dx: 29 Dublin

Our ref     CMC 01412247 Your ref     Date     26 November 2014

Perrigo Company plc Treasury Building, Lower Grand Canal St., Dublin 2, Ireland    

Perrigo Company plc

Dear Sirs

1. We are acting as Irish counsel to Perrigo Company plc (the Company) in relation to issues arising under Irish law with respect to the issue of up to 6,809,210 new ordinary shares with a nominal value of €0.001 per share in the capital of the Company (the Shares) such Shares to be issued pursuant to an Underwriting Agreement, dated 20 November 2014 (the Underwriting Agreement), among the Company and the several underwriters named therein (the Underwriters) (the Transaction). The Shares will be issued under a prospectus dated 20 November 2014 (the Preliminary Prospectus) and a prospectus supplement dated 20 November 2014 (the Prospectus)

2. We have examined pdf copies of:

2.1. the Underwriting Agreement, and

2.2. a corporate certificate (the Certificate) of the Company dated 26 November 2014 attaching amongst other documents:

2.2.1. copies of the certificate of incorporation, the certificate on change of name and memorandum and articles of association of the Company;

2.2.2. copies of a shelf registration statement on Form S-3 dated 20 November 2014 (the Registration Statement) filed with the United States Securities and Exchange Commission (the SEC), the Preliminary Prospectus filed with the SEC and the Prospectus filed with the SEC;

2.2.3. an extract from the minutes of a meeting of the board of directors of the Company held on 4 November 2014,

and such other documents as we have considered necessary or desirable to examine in order that we may give this opinion.

Dublin     Belfast     London     New York     San Francisco     Palo Alto

P.M. Law	V.J. Power	S. O’Riordan	E.A. Roberts	D. Widger	J.B. Somerville	D. Main	P.T. Fahy	A. Casey	G. Stanley	C. Morrissey
C.E. Gill	L.A. Kennedy	M.P. McKenna	C. Rogers	C. Christle	M.F. Barr	J. Cahir	A.J. Johnston	B. Hosty	D. Dagostino
E.M. Fitzgerald	S.M. Doggett	K.A. Feeney	G. O’Toole	S. O’Croinin	A.M. Curran	M. Traynor	M. Rasdale	M. O’Brien	E. Keane
B.M. Cotter	B. McDermott	M. Sherlock	J.N. Kelly	J.W. Yarr	A. Roberts	P.M. Murray	D. Inverarity	K. Killalea	C. Clarkin
J. G. Grennan	C. Duffy	E.P. Conlon	N. O’Sullivan	D.R. Baxter	M. Dale	N. Ryan	M. Coghlan	L. Mulleady	R. Grey
J. Coman	E.M. Brady	E. MacNeill	M.J. Ward	A. McCarthy	C. McCourt	P. Walker	D.R. Francis	K. Ryan	R. Lyons
P.D. White	P.V. Maher	K.P. Allen	A.C. Burke	J.F. Whelan	R.M. Moore	K. Furlong	L.A. Murphy	E. Hurley	J. Sheehy

Consultants: J.R. Osborne S.W. Haughey T.V. O’Connor Professor J.C.W. Wylie A.F. Browne M.A. Greene A.V. Fanagan J.A. O’Farrell I.B. Moore J.H. Hickson

3. For the purpose of giving this opinion we have assumed:

3.1. the authenticity of all documents submitted to us as originals and the completeness and conformity to the originals of all copies of documents of any kind furnished to us;

3.2. that the copies produced to us of minutes of meetings and/or of resolutions are true copies and correctly record the proceedings of such meetings and/or the subject-matter which they purport to record and that any meetings referred to in such copies were duly convened and held and that all resolutions set out in such minutes were duly passed and are in full force and effect;

3.3. that the Registration Statement, the Preliminary Prospectus and the Prospectus and any amendments to such documents (including post-effective amendments) have become effective under the United States Securities Act of 1933, as amended;

3.4. the genuineness of the signatures and seals on all original and copy documents which we have examined;

3.5. that the memorandum and articles of association of the Company are correct and up to date;

3.6. the completeness and authenticity of the Registration Statement, the Preliminary Prospectus and the Prospectus as filed with the SEC;

3.7. the accuracy and completeness as to factual matters of the representations and warranties of the Company contained in the Underwriting Agreement and the accuracy of all certificates provided to us by the Company;

3.8. that there are no agreements or arrangements in existence which in any way amend or vary the terms of the Transaction as disclosed by the Underwriting Agreement;

3.9. without having made any investigation, that the terms of the Underwriting Agreement is lawful and fully enforceable under the laws of the State of New York and any other applicable laws other than the laws of Ireland;

3.10. that all relevant authorisations, approvals, consents and licences required in any jurisdiction and all formalities and requirements of the laws of any relevant jurisdiction and of any regulatory authority therein applicable to the execution, performance, delivery, enforceability and admissibility in evidence of the Underwriting Agreement (i) have been made, done or obtained, as the case may be (other than in Ireland insofar as opined on herein) and (ii) have been and will be duly complied with (and in each case (where applicable) (a) they are in full force and effect and (b) were made, done, obtained or complied with within any applicable time period;

3.11. that (i) the parties to the Underwriting Agreement were solvent and able to pay their debts within the meaning of Section 214 of the Companies Act 1963 and Section 2 of the Companies (Amendment) Act 1990 or any analogous provisions under any applicable laws immediately after the execution and delivery of the Underwriting Agreement; (ii) the parties to the Underwriting Agreement will not as a consequence of doing any act or thing which the Underwriting Agreement contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws; (iii) no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to any of the assets or undertakings of the parties to the Underwriting Agreement; and (iv) no petition for the making of a winding-up order or the appointment of an examiner or any similar officer or any similar or analogous procedure in any jurisdiction has been presented in relation to the parties to the Underwriting Agreement;

3.12. that each party to the extent that its activities in relation to the Underwriting Agreement will constitute the provision of an investment service operating in Ireland and require authorisation, is acting under and within the terms of an authorisation to do so (which authorisation has been given by the supervisory authority under the European Communities (Markets in Financial Instruments Regulations (No. 1 to 3), 2007 of Ireland or a competent authority for the purposes of Directive 2004/39/EC of 10 May, 1993 as amended or extended from time to time, in another Member State) or is exempt from the requirement to have such authorisation;

3.13. the compliance by the parties within the prescribed period(s) and in the prescribed manner, with any notification obligations that they may have under the provisions of Chapters 1 and/or 2 of Part IV of the Companies Act, 1990 (Disclosure of Interests in Shares) and any respective notification obligations arising under the Irish Takeover Panel Act, 1997 and any rules promulgated thereunder;

3.14. that none of the parties will, as a consequence of any activities carried out in connection with the Underwriting Agreement, contravene any provision of the Market Abuse (Directive 2003/6/EC) Regulations 2005 of Ireland;

3.15. that the Registration Statement, the Preliminary Prospectus and the Prospectus do not constitute (and are not intended/required to constitute) a prospectus within the meaning of Part 5 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland and that no offer of Shares to the public is made, or will be made, that required the publication of a prospectus pursuant to Irish prospectus law in general, or in particular pursuant to the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland (as amended;

3.16. the accuracy and completeness of all information appearing on public records; and

3.17. that the Company has entered into the Transaction in good faith, for its legitimate business purposes, for good consideration, and that it derives commercial benefit from the Transaction commensurate with the risks undertaken by it in the Transaction.

4. Based on the foregoing and the qualifications contained in paragraph 5 of this letter, we are of the opinion that:

4.1. the Company is a company duly incorporated under the laws of Ireland and is a separate legal entity, subject to suit in its own name. Based only on searches carried out in the Irish Companies Registration Office and the Central Office of the High Court on 26 November 2014, the Company is validly existing under the laws of Ireland and no steps have been taken or are being taken to appoint a receiver, examiner or liquidator over the Company or to wind up the Company;

4.2. the Company has the necessary corporate power and authority, under its memorandum and articles of association, to execute and deliver the Underwriting Agreement and to perform its obligations thereunder in accordance with the terms of the Underwriting Agreement and the Underwriting Agreement has been duly executed and delivered by the Company;

4.3. all necessary corporate action required on the part of the Company to authorise the execution and delivery of the Underwriting Agreement, the issuance of the Shares and the performance by the Company of its obligations under the Underwriting Agreement has been duly taken; and

4.4. the Shares to be allotted and issued pursuant the Underwriting Agreement have been duly authorised by resolutions of the board of directors of the Company, and, subject to the payment of amounts due to the Company by the Underwriters for the issue of the Shares, the Shares will be validly issued, fully paid or credited as fully paid, and non-assessable (which term means that no further sums are required to be paid by the holders thereof in connection with the issue of such Shares).

5. The opinions set forth in this Opinion are given subject to the following qualifications:

5.1. an order of specific performance or any other equitable remedy is a discretionary remedy and is not available when damages are considered to be an adequate remedy;

5.2. this opinion is given subject to general provisions of Irish law relating to insolvency, bankruptcy, liquidation, reorganisation, receivership, moratoria, court schemes of arrangement, administration and examination and the fraudulent preference of creditors and other Irish law generally affecting the rights of creditors;

5.3. claims may become barred under relevant statutes of limitation if not pursued within the time limited by such statutes;

5.4. a determination, description, calculation, opinion or certificate of any person as to any matter provided for in the agreements and arrangements referred to in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Underwriting Agreement or any other agreements or arrangements relating to the Shares or their issue might be held by the Irish courts not to be final, conclusive or binding if it could be shown to have an unreasonable, incorrect or arbitrary basis or not to have been made in good faith;

5.5. claims may be or become subject to defences of set-off or counter-claim;

5.6. an Irish court has power to stay an action where it is shown that there is some other forum having competent jurisdiction which is more appropriate for the trial of the action, in which the case can be tried more suitably for the interests of all the parties and the ends of justice and where staying the action is not inconsistent with Council Regulation 2001/44/EC;

5.7. the enforceability of severance clauses is at the discretion of the court and may not be enforceable in all circumstances;

5.8. a waiver of all defences to any proceedings may not be enforceable;

5.9. provisions in any of the agreements or arrangements referred to in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Underwriting Agreement or any other agreements or arrangements relating to the Shares or their issue providing for indemnification resulting from loss suffered on conversion of the amount of a claim made in a foreign currency into euro in a liquidation may not be enforceable;

5.10. an Irish court may refuse to give effect to undertakings contained in any of the agreements or arrangements referred to in the Underwriting Agreement or any other agreements or arrangements relating to the Shares or their issue, that the Company will pay legal expenses and costs in respect of any action before the Irish courts;

5.11. we note the decision in the English case of R (on the application of Mercury Tax Ltd) v. Revenue and Customs Commissioners 2008 EWHC 2721. Although this decision will not be binding on the Irish courts it will be considered as persuasive authority. One of the decisions in that case would appear to indicate that a previously executed signature page from one document may not be transferred to another document, even where the documents in question are simply updated versions of the same document. Our opinion is qualified by reference to the above referenced decision;

5.12. If a party to the Underwriting Agreement or to any transfer of, or payment in respect of, the Underwriting Agreement is controlled by or otherwise connected with a person (or is itself) resident in, incorporated in or constituted under the laws of a country which is the subject of United Nations, European Community or Irish sanctions or sanctions under the Treaty establishing the European Community, as amended, or is otherwise the target of any such sanctions, then obligations to that party under the relevant the Underwriting Agreement or in respect of the relevant transfer or payment may be unenforceable or void.

5.13. the searches referred to in paragraph 4.1 do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, a Company; and

5.14. we express no opinion as to matters of tax or on the contractual terms of the Underwriting Agreement other than by reference to the legal character thereof.

We hereby consent to the filing of this opinion with the SEC as an exhibit to the current report on Form 8-K filed by the Company on the date hereof. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under section 7 of the Securities Act or the rules and regulations of the SEC thereunder. We assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.

This opinion is to be interpreted in accordance with, and governed by, the laws of Ireland and speaks only of its date.

Yours faithfully,

/s/ A&L GOODBODY

A&L Goodbody

EX-99.1

Exhibit 99.1

PERRIGO COMPANY PLC ANNOUNCES THE CLOSING OF ITS

REGISTERED PUBLIC OFFERING OF ORDINARY SHARES

Dublin, Ireland — (November 26, 2014) — Perrigo Company plc (“Perrigo”) (NYSE: PRGO; TASE), a leading global provider of “Quality Affordable Healthcare Products^®,” today announced the closing of Perrigo’s previously announced registered public offering relating to the sale of 6,809,210 ordinary shares at a public offering price of $152.00 per share, including the full exercise of the option to purchase up to an additional 888,157 ordinary shares by J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives of the several underwriters.

Perrigo estimates that the total net proceeds of the offering will be approximately $1.0 billion, after deducting underwriting discounts and commissions and estimated offering expenses. Perrigo intends to use the net proceeds of the offering, together with the proceeds of other financing sources, to fund the cash consideration for its proposed acquisition (the “Acquisition”) of Omega Pharma Invest NV (“Omega”) and to repay or refinance certain indebtedness of Perrigo and/or Omega. If the Acquisition is not consummated, then the net proceeds of the offering will be used for general corporate purposes, which may include capital expenditures; the repayment of debt; investments in subsidiaries; additions to working capital; the repurchase, redemption or retirement of our securities; acquisitions and other business opportunities.

J.P. Morgan Securities LLC, Barclays and BofA Merrill Lynch acted as the joint book-running managers in the offering.

The offering was made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (“SEC”). The offering was made only by means of a prospectus supplement relating to the offering and the accompanying base prospectus, copies of which may be obtained by contacting: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: (866) 803-9204; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, email: Barclaysprospectus@broadridge.com, or telephone: (888) 603-5847.

About Perrigo

From its beginnings as a packager of generic home remedies in 1887, Perrigo Company plc, headquartered in Ireland, has grown to become a leading global healthcare supplier. Perrigo develops, manufactures and distributes over-the-counter (OTC) and generic prescription (Rx) pharmaceuticals, nutritional products and active pharmaceutical ingredients (API), and receives royalties from Multiple Sclerosis drug Tysabri^®. The Company is the world’s largest manufacturer of OTC healthcare products for the store brand market and an industry leader in pharmaceutical technologies. 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 more than 40 other key markets worldwide, including Canada, China and Latin America.

For more information:

Arthur J. Shannon, Vice President, Investor Relations and Global Communications, (269) 686-1709, ajshannon@perrigo.com, or Bradley Joseph, Director, Investor Relations and Global Communications, (269) 686-3373, bradley.joseph@perrigo.com.

No Offer or Solicitation

This press release does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.

Cautionary Statement Regarding Forward-Looking Statements

This press release 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 the Company, its expectations and its future financial condition and performance. Statements that are not historical facts, including statements about the Company’s managements’ beliefs and expectations, are forward looking statements. Words such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or the negative of those terms or other comparable terminology are intended to identify forward looking statements but are not the exclusive means of identifying such statements. 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. 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 the Company’s current expectations depending upon a number of factors affecting the Company’s business. These factors include, among others, the inherent uncertainty associated with financial projections; successful completion of the transactions contemplated herein; 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 the Company’s products; changes in tax laws or interpretations that could increase the Company’s tax liabilities; and such other risks and uncertainties detailed in the Company’s periodic public filings with the SEC, including but not limited to those discussed under “Risk Factors” in the Company’s Form 10-K for the fiscal year ended June 28, 2014, in the subsequent filings with the SEC and in other investor communications of the Company from time to time. The forward-looking statements in this document 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.