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. 8)

_________________

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. 8 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. 8 have the meanings ascribed to them in the Schedule 14D-9.

Item 9Exhibits

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

(a)(24) - Press release issued by Perrigo, dated November 10, 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: November 10, 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.*
(a)(20)	-	Letter to shareholders, dated November 2, 2015.*
(a)(21)	-	Letter to Israeli shareholders, dated November 2, 2015.*
(a)(22)	-	Press release issued by Perrigo, dated November 9, 2015.*
(a)(23)	-	Press release issued by Perrigo, dated November 9, 2015.*
(a)(24)	-	Press release issued by Perrigo, dated November 10, 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.A24

Exhibit (a) (24)

Perrigo Reaffirms Views on Mylan’s Inadequate Offer; Maintains Strong Recommendation Shareholders Not Tender

DUBLIN, November 10, 2015 -- Perrigo Company plc ("Perrigo," "the Company") (NYSE: PRGO; TASE) issued the following response to Mylan’s press release.

Mylan is resorting to desperate tactics on the eve of its tender offer deadline, having failed to persuade our long-term shareholders of the merits of its inadequate offer. 

First, as much as Mylan would like to highlight made-up numbers, the actual premium it has offered is one of the lowest on record. It is simply not an acceptable change of control premium, and the grossly inadequate offer does not even remotely reflect the value of the terrific growth company Perrigo shareholders own; Perrigo has outperformed Mylan significantly and has returned a Total Shareholder Return of 971% since 2007.ⁱ Over the past three years, Perrigo shares have traded at an average P/E multiple of 20.2x while Mylan has underperformed its peers at an average P/E multiple of 10.6x,ⁱⁱ highlighting the fundamental difference in performance and growth prospects between our companies. Applying Perrigo’s proven multiple to its 2016 expected earnings of $9.45ⁱⁱⁱ (including share repurchase) shows the tremendous value, in excess of Mylan’s offer, that lies ahead for Perrigo shares.

Perrigo shareholders deserve much better than the inadequate offer Mylan is presenting.

Second, Mylan has again resorted to inappropriate tactics to push its inadequate offer. Its last minute threat, prematurely and self-servingly interpreting S&P index inclusion criteria, is a desperate ploy to scare shareholders into tendering into a bad deal. As with recent events in Israel, misleading statements on index inclusion will not transform a bad deal into a good deal. 

Importantly, shareholders should never tender out of fear of being left behind without options. In the unlikely event that Mylan obtains more than 50% of shares tendered, every shareholder can, if it chooses, tender during the mandatory 14-day subsequent offering period and receive the same exact price and terms, and be paid on the same exact payment timeline as those tendering prior to November 13.

As we have seen a number of times during the past seven months, Mylan has chosen to hide the ball from shareholders and resorted to half-truths, empty promises and scare tactics to try to win the day.  Do not let Mylan’s efforts succeed. We urge you to focus on the incredible value creation that lies ahead for Perrigo and its shareholders with Perrigo remaining as a standalone company. It remains the Board’s unanimous recommendation that you DO NOT TENDER into Mylan’s inadequate 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.

Rule 27 of the Takeover Rules

There has been no material change to the information contained in Annex C of the Schedule 14D-9.  With respect to the specific information requirements of Rule 27.1, there have been no changes to the information previously provided in Annex C of the Schedule 14D-9 as supplemented by the information provided in the letter to shareholders dated October 22nd, 2015 containing the profit forecasts of Perrigo for calendar year 2015 and calendar year 2016 (the "Profit Forecasts").

Rule 28.5 of the Takeover Rules

The directors of Perrigo confirm that the Profit Forecasts remain valid and each of EY and Morgan Stanley have indicated that they have no objection to their reports dated October 22nd, 2015 continuing to apply to the Profit Forecasts.

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. Risks and uncertainties include 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

ⁱ Reflects the period beginning June 30, 2006 to April 7, 2015 (pre-Mylan offer announcement)

ⁱⁱ Perrigo average as of unaffected date of 4/7/15; Mylan average as of 3/10/15, prior to rumors of Teva’s interest in Mylan; Source: Thomson median consensus estimates

ⁱⁱⁱ Illustrative CY2016 EPS including full impact of $500m of share buyback, expected to be completed by the end of 2015 and which is conditional on the lapsing of the Mylan Tender Offer, is expected to add $0.15 to Adj. EPS on an annual basis in CY2016. Illustrative impact of share buyback is not intended to constitute a profit forecast for any period nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Perrigo.