GENERAL INFORMATION

On July 28, 2013, PCL entered into a Transaction Agreement between Perrigo, Elan, Habsont and Leopard (the “Transaction Agreement”). Under the terms of the Transaction Agreement, (a) PCL will acquire Elan (the “Acquisition”) pursuant to a scheme of arrangement under Section 201, and a capital reduction under Sections 72 and 74, of the Irish Companies Act of 1963 - 2012 (the “Scheme”) and (b) Leopard will merge with and into Perrigo, with Perrigo continuing as the surviving corporation of the merger (the “Merger” and, together with the Acquisition, the “Transactions”). Elan is a biotechnology company incorporated in Ireland. As a result of the Transactions, both Perrigo and Elan will become wholly-owned, indirect subsidiaries of PCL. Prior to the closing of the Transactions, PCL will re-register, pursuant to the Irish Companies Act 1963 - 2012, as a public limited company, the ordinary shares of which are expected to be listed on the New York Stock Exchange and the Tel Aviv Stock Exchange. Under the terms of the Transaction Agreement, (i) at the effective time of the Scheme (the “Effective Time”), Elan shareholders will be entitled to receive $6.25 in cash and 0.07636 of a newly issued PCL ordinary share in exchange for each Elan ordinary share held by such shareholders and (ii) at the effective time of the Merger, each share of Perrigo’s common stock will be converted into the right to receive one PCL ordinary share and $0.01 in cash. As a result of the Transactions, former Elan shareholders are expected to hold approximately 29% of the PCL shares and former Perrigo shareholders are expected to hold approximately 71% of the PCL shares.

Prior to Perrigo and Elan entering into the Transaction Agreement, the following entities were formed or acquired by representatives of Perrigo for the purpose of facilitating the Transactions and have not conducted any unrelated activities:


•	PCL


•	Habsont Limited: a company incorporated in Ireland


•	Leopard Company: a company incorporated in Delaware

The consolidated balance sheet of PCL includes the accounts of PCL and its direct and indirect subsidiaries listed above. Intercompany transactions and balances have been eliminated.

Items included in these financial statements are measured using the currency of the primary economic environment in which PCL operates (the "functional currency"). The financial statements are presented in United States dollars, which is PCL's functional currency.