SC 14D9/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

SCHEDULE 14D-9/A

SOLICITATION/RECOMMENDATION

STATEMENT UNDER SECTION 14(d)(4) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

_________________

PERRIGO COMPANY PLC

(Name of Subject Company)

_________________

PERRIGO COMPANY PLC

(Name of Persons Filing Statement)

_________________

Ordinary shares, par value €0.001 per share

(Title of Class of Securities)

_________________

G97822103

(CUSIP Number of Class of Securities)

_________________

Todd W. Kingma

Executive Vice President, General Counsel and Secretary

Perrigo Company plc

515 Eastern Avenue

Allegan, Michigan 49010

Telephone: (269) 686-1941

(Name, address, and telephone number of persons authorized to receive noticesand

communications on behalf of the person filing statement)

Copies to:

Andrew R. Brownstein, Esq.

Igor Kirman, Esq.

Victor Goldfeld, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Telephone: (212) 403-1000

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 5 to Schedule 14D-9 amends and supplements the Solicitation / Recommendation Statement on Schedule 14D-9 (as amended from time to time, the “Schedule 14D-9”) originally filed by Perrigo Company plc, an Irish public limited company (“Perrigo” or the “Company”), with the Securities and Exchange Commission (“SEC”) on September 17, 2015, relating to the unsolicited exchange offer by Mylan N.V., a Dutch public limited liability corporation (“Mylan”), to exchange each of the issued and outstanding ordinary shares, par value €0.001 per share, of Perrigo (the “Perrigo Ordinary Shares”) for 2.3 shares of the ordinary shares, par value €0.01 per share, of Mylan (the “Mylan Ordinary Shares”), and $75.00 of cash as disclosed in the Tender Offer Statement on Schedule TO filed by Mylan with the SEC on September 14, 2015.

Except as specifically noted herein, the information set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used but not defined in this Amendment No. 4 have the meanings ascribed to them in the Schedule 14D-9.

Item 4The Solicitation of Recommendation

Item 4 of the Schedule 14D-9 is hereby amended and supplemented by adding the following at the end of the sub-heading “Background of the Offer and Reasons for Recommendation-Background of the Offer”:

“On October 25, 2015, Mr. Papa received an email from Mr. Coury requesting that Mr. Papa meet with Mr. Coury and Ms. Bresch. Mr. Papa responded as follows:

Robert,

Thank you for your note. As I previously noted to you, our board has fully considered Mylan's unsolicited offer and invitations to meet numerous times. Our response to the offer has been made public, and our board unanimously believes that the offer substantially undervalues Perrigo - now more than ever. As such, there is no basis to meet.

Our board and our entire executive management team continue to believe in the exciting future of Perrigo and it's standalone prospects, and we will continue to focus on generating value for our shareholders and other constituents.

Regards, Joe”

Item 8Additional Information

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following at the end of the first paragraph of the sub-heading “Litigation”:

“On October 29, 2015, the United Stated District Court for the Southern District of New York ruled that Perrigo was not entitled to preliminary injunctive relief on its claims that Mylan violated the Exchange Act by making false and misleading statements. Perrigo urges shareholders to review the record and judge for themselves the nature of the statements that Mylan has made regarding synergies and the basis for its coercive threat on delisting. The court also ruled in favor of Perrigo by denying Mylan's request for preliminary injunctive relief on all four claims brought by Mylan related to statements made by Perrigo.”

Item 8 of the Schedule 14D-9 is further amended and supplemented by adding the following sentence at the end of the sub-heading “Litigation”:

“On October 28, 2015, the District Court, Economic Division, in Tel-Aviv-Jaffa, Israel deferred to the administrative authority of the Israel Securities Authority and ruled that Perrigo was not entitled to injunctive relief on its claims against Mylan and the ISA.”

Item 9 Exhibits

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:

(a)(19) - Press release issued by Perrigo, dated October 30, 2015.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true, complete, and correct.

	PERRIGO COMPANY PLC
Date: October 30, 2015	By:	/s/ Todd W. Kingma
		Name: Todd W. Kingma
		Title: Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

(a)(1)	-	Press release issued by Perrigo, dated September 17, 2015.*
(a)(2)	-	Investor presentation, dated September 17, 2015.*
(a)(3)	-	Investor materials, dated September 17, 2015.*
(a)(4)	-	Perrigo employees FAQ, dated September 17, 2015.*
(a)(5)	-	Form of letter to customers, suppliers and business partners, dated September 17, 2015.*
(a)(6)	-	Opinion of Morgan Stanley & Co. LLC, dated September 16, 2015 (included as Annex B to this Schedule 14D-9)
(a)(7)	-	Letter to Perrigo employees, dated September 17, 2015.*
(a)(8)	-	Perrigo web page microsite.*
(a)(9)	-	Transcript of Perrigo conference call on September 17, 2015.*
(a)(10)	-	Statement issued by Perrigo, dated October 9, 2015.*
(a)(11)	-	Press release issued by Perrigo, dated October 22, 2015 (incorporated by reference from Exhibit 99.1 to Perrigo’s Current Report on Form 8-K filed on October 22, 2015).
(a)(12)	-	Press release issued by Perrigo, dated October 22, 2015 (incorporated by reference from Exhibit 99.2 to Perrigo’s Current Report on Form 8-K filed on October 22, 2015).
(a)(13)	-	Investor presentation, October, 2015 (incorporated by reference from Exhibit 99.3 to Perrigo’s Current Report on Form 8-K filed on October 22, 2015).
(a)(14)	-	Letter to Perrigo employees, dated October 22, 2015.*
(a)(15)	-	Perrigo employees FAQ, dated October 22, 2015.*
(a)(16)	-	Talking points for use by managers, distributed October 22, 2015.*
(a)(17)	-	Slides for Perrigo employee town hall on October 22, 2015.*
(a)(18)	-	Transcript of Perrigo conference call on October 22, 2015.*
(a)(19)	-	Press release issued by Perrigo, dated October 30, 2015.**
(e)(1)	-	Excerpts from the Company’s Preliminary Proxy Statement on Schedule 14A, dated and filed with the SEC on September 11, 2015.*
(e)(2)	-	Annual Incentive Plan, adopted November 4, 2008, incorporated by reference from Perrigo Company’s Proxy Statement for its 2008 Annual Meeting of Shareholders filed on October 1, 2008 (File No. 000-19725).
(e)(3)	-	2003 Long-Term Incentive Plan, effective October 29, 2003, as amended, incorporated by reference from the Appendix to Perrigo Company’s Proxy Statement for its 2003 Annual Meeting of Shareholders filed on September 26, 2003 (File No. 000-19725).
(e)(4)	-	Amendment to the 2003 Long-Term Incentive Plan, effective as of October 28, 2005, incorporated by reference from Exhibit 10(a) to Perrigo Company’s Current Report on Form 8-K filed on November 3, 2005 (File No. 000-19725).
(e)(5)	-	2003 Long-Term Incentive Plan, as amended as of February 7, 2007, incorporated by reference from Exhibit 10(a) to Perrigo Company’s Quarterly Report on Form 10-Q filed on May 8, 2007 (File No. 000-19725).
(e)(6)	-	2008 Long-Term Incentive Plan, adopted November 4, 2008, incorporated by reference from Exhibit 10(b) to Perrigo Company’s Quarterly Report on Form 10-Q filed on February 3, 2009 (File No. 000-19725).
(e)(7)	-	2013 Long-Term Incentive Plan, incorporated by reference from Annex J of the Company’s Registration Statement on Form S-4, as amended, filed on October 8, 2013 (File No. 333-190859).

(e)(8)	-	Amendment No. 1 to the 2013 Long-Term Incentive Plan, dated as of January 29, 2014, incorporated by reference from Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed on February 6, 2014 (File No. 333-190859).
(e)(9)	-	Nonqualified Deferred Compensation Plan, as amended as of October 10, 2007 and effective January 1, 2007, incorporated by reference from Exhibit 10.1 to Perrigo Company’s Current Report on Form 8-K filed on October 11, 2007 (File No. 000-19725).
(e)(10)	-	Amendment One, dated December 3, 2009, to the Nonqualified Deferred Compensation Plan, incorporated by reference from Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed on August 14, 2015 (File No. 001-36353).
(e)(11)	-	Amendment Two, dated as of October 10, 2012, to the Nonqualified Deferred Compensation Plan, incorporated by reference from Exhibit 10.1 to Perrigo Company’s Quarterly Report on Form 10-Q filed on February 1, 2013 (File No. 000-19725).
(e)(12)	-	Amendment Three to the Nonqualified Deferred Compensation Plan, dated as of November 13, 2013, incorporated by reference from Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on February 6, 2014 (File No. 333-190859).
(e)(13)	-	Amendment Four to the Nonqualified Deferred Compensation Plan, dated as of January 31, 2014, incorporated by reference from Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q filed on February 6, 2014 (File No. 333-190859).
(e)(14)	-	Forms of Non-Qualified Stock Option Agreement pursuant to Perrigo Company’s 2008 Long-Term Incentive Plan, incorporated by reference from Exhibit 10.49 to Perrigo Company’s Annual Report on Form 10-K filed on August 18, 2009 (File No. 000-19725).
(e)(15)	-	Form of Non-Qualified Stock Option Agreement, incorporated by reference from Exhibit 10(a) to Perrigo Company’s Quarterly Report on Form 10-Q filed on February 2, 2005 (File No. 000-19725).
(e)(16)	-	Forms of Non-Qualified Stock Option Agreement pursuant to Perrigo Company’s 2008 Long-Term Incentive Plan, incorporated by reference from Exhibit 10(c) to Perrigo Company’s Quarterly Report on Form 10-Q filed on February 3, 2009 (File No. 000-19725).
(e)(17)	-	Form of Long-Term Incentive Award Agreement, incorporated by reference from Exhibit 10.1 to Perrigo Company’s Current Report on Form 8-K filed on August 22, 2006 (File No. 000-19725).
(e)(18)	-	Form of Long-Term Incentive Award Agreement, incorporated by reference from Exhibit 10(a) to Perrigo Company’s Quarterly Report on Form 10-Q filed on February 1, 2007 (File No. 000-19725).
(e)(19)	-	Form of Long-Term Incentive Award Agreement under Perrigo Company’s 2003 Long-Term Incentive Plan, incorporated by reference from Exhibit 10(d) to Perrigo Company’s Quarterly Report on Form 10-Q filed on May 8, 2007 (File No. 000-19725).
(e)(20)	-	Form of 2006 Long-Term Incentive Award Agreement, for Approved Section 102 Awards under Perrigo Company’s 2003 Long-Term Incentive Plan, incorporated by reference from Exhibit 10(f) to Perrigo Company’s Quarterly Report on Form 10-Q filed on May 8, 2007 (File No. 000-19725).
(e)(21)	-	Form of 2006 Long-Term Incentive Award Agreement under Perrigo Company’s 2003 Long-Term Incentive Plan, incorporated by reference from Exhibit 10(g) to Perrigo Company’s Quarterly Report on Form 10-Q filed on May 8, 2007 (File No. 000-19725).
(e)(22)	-	Forms of Restricted Stock Unit Award Agreement pursuant to Perrigo Company’s 2008 Long-Term Incentive Plan, incorporated by reference from Exhibit 10.50 to Perrigo Company’s Annual Report on Form 10-K filed on August 18, 2009 (File No. 000-19725).
(e)(23)	-	Forms of Restricted Stock Unit Award Agreement pursuant to Perrigo Company’s 2008 Long-Term Incentive Plan, incorporated by reference from Exhibit 10.52 to Perrigo Company’s Annual Report on Form 10-K filed on August 16, 2011 (File No. 000-19725).
(e)(24)	-	Forms of Grant Agreement under the 2013 Long-Term Incentive Plan, incorporated by reference from Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on February 6, 2014.
(e)(25)	-	Employment Agreement, dated as of September 8, 2006, by and between Perrigo Company and Joseph C. Papa, incorporated by reference from Exhibit 10.1 to Perrigo Company’s Current Report on Form 8-K, filed on September 12, 2006 (File No. 000-19725).
(e)(26)	-	Employment Agreement, dated as of November 14, 2004, by and between Perrigo Company, Agis Industries (1983) Ltd. and Sharon Kochan, incorporated by reference from Exhibit 10(xx) to Perrigo Company’s Annual Report on Form 10-K filed on August 18, 2008 (File No. 000-19725).

(e)(27)	-	Amendment to Employment Agreement, dated as of March 17, 2005, by and between Perrigo Company, Agis Industries (1983) Ltd. and Sharon Kochan, incorporated by reference from Exhibit 10(yy) to Perrigo Company’s Annual Report on Form 10-K filed on August 18, 2008 (File No. 000-19725).
(e)(28)	-	Addendum to Employment Agreement between Sharon Kochan, Perrigo Company and Agis Industries (1983) Ltd., dated as of July 16, 2007, by and between Perrigo Company and Sharon Kochan, incorporated by reference from Exhibit 10(zz) to Perrigo Company’s Annual Report on Form 10-K filed on August 18, 2008 (File No. 000-19725).
(e)(29)	-	Form of Perrigo Company plc Director Indemnity Agreement, incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 19, 2013 (File No. 333-190859).
(e)(30)	-	Form of Perrigo Company plc Officer Indemnity Agreement, incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 19, 2013 (File No. 333-190859).
(e)(31)	-	Form of Perrigo Company Indemnity Agreement, incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 19, 2013 (File No. 333-190859).
(e)(32)	-	Perrigo Company U.S. Severance Policy, incorporated by reference from Exhibit 10.3 of Perrigo Company’s Current Report on Form 8-K filed on November 18, 2013 (File No. 001-09689).
(e)(33)	-	Amendment No. 1 to the Annual Incentive Plan, effective as of June 22, 2015, incorporated by reference from Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed on August 13, 2015 (File No. 001-36353).
(e)(34)	-	Amendment No. 2 to the Long-Term Incentive Plan, effective as of July 9, 2015, incorporated by reference from Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on August 13, 2015 (File No. 001-36353).

* Previously filed.

** Filed herewith.

EX-99

Exhibit (a)(19)

FOR IMMEDIATE RELEASE

PERRIGO COMMENTS ON MYLAN’S PRESENTATION

DUBLIN - October 30, 2015 - Perrigo Company plc ("Perrigo") (NYSE: PRGO; TASE) today commented on the presentation given by Mylan N.V. ("Mylan") (NASDAQ: MYL) in connection with the announcement of its third quarter 2015 earnings results. Perrigo continues to strongly recommend that its shareholders not tender into Mylan’s inadequate offer.

The Company stated, “Mylan again failed to provide a reason for Perrigo shareholders to accept Mylan’s grossly inadequate offer to acquire Perrigo - an offer that has become even more inadequate over time. Mylan is avoiding the real measures that shareholders look to, such as actual takeover premiums and Perrigo’s durable high trading multiple, and instead invents new concepts - such as ‘hypothetical’ share prices and ’accretion’ to target shareholders. Furthermore, Mylan has shown through its own governance choices, including by rejecting a 48% premium bid from Teva, why there is a governance discount applied to its shares. Trying to now call such concerns a ’red herring,’ or to shift blame to others only shows the small regard with which Mylan approaches shareholder concerns. We remain confident that our shareholders will not be fooled and will reject this inadequate offer in favor of Perrigo’s superior long-term growth prospects.”

The Company continues to recommend that Perrigo shareholders should NOT TENDERinto Mylan’s offer.

Irish Takeover Rules

The directors of Perrigo accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Perrigo (who have taken all reasonable care to ensure such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

A person interested in 1% or more of any class of relevant securities of Perrigo or Mylan may have disclosure obligations under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules, 2013 ("Irish Takeover Rules").

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel's website.

If you are in any doubt as to whether you are required to disclose a "dealing" under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020; fax number +353 1 678 9289.

Important Information

Morgan Stanley & Co. LLC acting through its affiliate, Morgan Stanley & Co. International plc, is financial advisor to Perrigo and no one else in connection with the matters referred to in this announcement. In connection with such matters, Morgan Stanley & Co. LLC, Morgan Stanley & Co. International plc, each of their affiliates and each of their and their affiliates' respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person other than Perrigo for providing the protections afforded to their clients or for providing advice in connection with the contents of this announcement or any other matter referred to herein.

Forward-Looking Statements

Certain statements in this press release 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," "plan," "anticipate," "intend," "believe," "estimate," "predict," "potential" 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 future actions that may be taken by Mylan in furtherance of its unsolicited offer; the timing, amount and cost of share repurchases; and the ability to execute and achieve the desired benefits of announced initiatives. These and other important factors, including those discussed under "Risk Factors" in the Perrigo Company's Form 10-K for the year ended June 27, 2015, as well as the Company's subsequent filings with the SEC, 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 press release 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.

Additional Information and Where to Find It

This press release does not constitute an offer to buy or solicitation of an offer to sell any securities. In response to the exchange offer commenced by Mylan N.V., Perrigo has filed a solicitation/recommendation statement on Schedule 14D-9 with the Securities and Exchange Commission ("SEC"). Security holders are urged to read the solicitation/recommendation statement and other relevant materials if and when they become available because they will contain important information. The solicitation/recommendation statement and other SEC filings made by Perrigo may be obtained (when available) without charge at the SEC's website at www.sec.gov and at the investor relations section of the Perrigo website at perrigo.investorroom.com. Shareholders may also obtain copies of the information by contacting Mackenzie Partners, Inc. at 212-929-5500 or 800-322-2885 Toll-Free in North America or by email at PRGO@mackenziepartners.com.

About Perrigo

Perrigo Company plc, a top five global over-the-counter (OTC) consumer goods and pharmaceutical company, offers patients and customers high quality products at affordable prices. From its beginnings in 1887 as a packager of generic home remedies, Perrigo, headquartered in Ireland, has grown to become the world's largest manufacturer of OTC products and supplier of infant formulas for the store brand market. The Company is also a leading provider of generic extended topical prescription products and receives royalties from Multiple Sclerosis drug Tysabri®. Perrigo provides "Quality Affordable Healthcare Products®" across a wide variety of product categories and geographies primarily in North America, Europe, and Australia, as well as other markets, including Israel and China.

A copy of this announcement will be available on Perrigo's website at www.perrigo.com.

For further information:

Arthur J. Shannon, Vice President, Investor Relations and Global Communications, (269) 686-1709, ajshannon@perrigo.com

Bradley Joseph, Director, Investor Relations and Global Communications, (269) 686-3373, bradley.joseph@perrigo.com