SUBSEQUENT EVENTS

Rejection of Unsolicited Proposal from Mylan

On April 6, 2015, Mylan N.V. ("Mylan") sent the Company a letter containing an unsolicited proposal to acquire all of the outstanding ordinary shares of Perrigo for $205.00 per share (the "Proposal"), which Mylan made public on April 8. Following a comprehensive review, the Company's Board of Directors unanimously rejected the Proposal, concluding that it substantially undervalued the Company and its future growth prospects, and was not in the best interests of Perrigo’s shareholders.

On April 24, 2015 Mylan provided a firm offer to acquire all of the outstanding ordinary shares of Perrigo for $60.00 per share in cash and 2.2 Mylan ordinary shares for each Perrigo ordinary share (the “Offer”). The same day, the Company announced its rejection of the Offer, citing the same reasons as its rejection of the Proposal.

On April 29, 2015, Mylan announced a revised offer to acquire all of the outstanding ordinary shares of Perrigo for $75.00 per share in cash and 2.3 Mylan ordinary shares for each Perrigo ordinary share (the “Revised Offer”). The same day, the Company announced its rejection of the Revised Offer.

Prior to making the Proposal, Mylan was the subject of market speculation related to a possible offer for Mylan from Teva Pharmaceutical Industries Ltd. ("Teva"). On April 21, 2015, Teva announced an unsolicited proposal to acquire all of the outstanding shares of Mylan for $82.00 per share, with the consideration to be comprised of approximately 50 percent cash and 50 percent stock. On April 27, 2015, Mylan announced that its Board of Directors had rejected this proposal, following which Teva announced that it reiterated its commitment to its proposal.

Omega Acquisition Closing

On March 30, 2015, the Company completed its acquisition of Omega, a limited liability company incorporated under the laws of Belgium (the "Acquisition"). The Company purchased 95.77% of the issued and outstanding share capital of Omega (685,348,257 shares) from Alychlo NV (“Alychlo”) and Holdco I BE NV (“Holdco” and, together with Alychlo, the “Sellers”), limited liability companies incorporated under the laws of Belgium under the terms of the Share Purchase Agreement dated November 6, 2014 (the "Share Purchase Agreement"). Omega holds the remaining 30,243,983 shares as treasury shares.

The Sellers have agreed to indemnify the Company for certain potential future losses. The Sellers’ indemnification and other obligations to the Company under the Share Purchase Agreement are secured up to $268.7 million⁽¹⁾. Under the terms of the Share Purchase Agreement, Alychlo and its affiliates are subject to a three-year non-compete in Europe, and the Sellers are subject to a two-year non-solicit, in each case subject to certain exceptions. The Share Purchase Agreement contains other customary representations, warranties, and covenants of the parties thereto.

Consideration paid totaled $4.4 billion, and consisted of $2.1 billion of cash (inclusive of $67.7 million in interest incurred from November 6, 2014, the date on which the Company entered into the agreement to purchase Omega, through the closing date), the assumption of $1.4 billion of Omega debt as detailed below, and the issuance of 5,397,711 Perrigo shares. The cash consideration was financed by a combination of debt and equity issued by the Company, as further described in Notes 8 and 9.

In connection with the Acquisition, the Company assumed all outstanding indebtedness of Omega and its subsidiaries, which included:


i.	Senior notes: $146.3 million⁽¹⁾ of 5.1045% senior notes due 2023 and $20.0 million of 6.19% senior notes due 2016;


ii.	Retail bonds: $325.0 million⁽¹⁾ of 5.125% retail bonds due 2017, $195.0 million⁽¹⁾ of 4.500% retail bonds due 2017, and $130.0 million⁽¹⁾ of 5.000% retail bonds due 2019;


iii.	Revolving credit facility with $541.7 million⁽¹⁾ outstanding; and


iv.	Certain overdraft facilities totaling $54.2 million⁽¹⁾.

On April 8, 2015, the Company repaid the amount outstanding under Omega's revolving credit facility described above ($539.1 million at the April 8, 2015 exchange rate of €1 = $1.0782) and terminated the facility.

Omega is a leading European OTC Company and is expected to provide the Company several key benefits including advancing the Company's growth strategy outside the U.S. by providing access across a larger global platform with critical mass in key European countries, establishing commercial infrastructure in the high-barrier to entry European OTC marketplace, strengthening the Company's product portfolio while enhancing scale and distribution, enhancing the Company's financial profile, and expanding the Company's international management capabilities.

The initial accounting for the Acquisition is incomplete. Significant relevant information needed to complete the accounting is not available because the valuation for the assets acquired and liabilities assumed is not complete. As a result, determining those values is not practicable and the Company is unable to disclose these values or provide other relevant disclosures at this time.

The Company incurred costs in connection with the Acquisition related to general transaction costs (legal, banking and other professional fees), financing fees, and debt extinguishment. The amounts recorded were not allocated to a reporting segment. The table below details the transaction costs, as well as losses on hedging activities associated with the Acquisition, and where they were recorded for the three and nine months ended March 28, 2015 (in millions):



	Three Months Ended		Nine Months Ended
Line item	March 28, 2015
Administration	$	2.0	$	13.6
Interest expense, net	18.7		23.7
Other expense, net	258.2		323.9
Loss on extinguishment of debt	—		9.6
Total Acquisition-related costs	$	278.9	$	370.8

See Note 7 for further details on losses on Omega-related hedging activities shown above in Other expense, net, and Note 8 for details on the loss on extinguishment of debt.