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 5, 2013
PERRIGO COMPANY LIMITED
(Exact name of registrant as specified in its charter)
| Ireland | 333-190859 | Not Applicable | ||
| (State of other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
33 Sir John Rogerson’s Quay, Dublin 2 Ireland
(Address of principal executive offices)
Registrant’s telephone number, including area code:+353 1 6040031
Not Applicable
(Former name or address, 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:
| x | 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 CFR240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
| Item 8.01. | Other Events. |
On November 5, 2013, Perrigo Company Limited (the “Issuer”) issued a press release announcing that the Issuer intends to offer, in a private offering subject to market and other conditions, $2,300,000,000 of Senior Notes due 2016, 2013, 2023 and 2043. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On November 5, 2013, the Issuer issued a press release announcing that it had priced an offering of $2,300,000,000 aggregate principal amount of senior notes, consisting of $500,000,000 aggregate principal amount of 1.30% Senior Notes due 2016, $600,000,000 aggregate principal amount of 2.30% Senior Notes due 2018, $800,000,000 aggregate principal amount of 4.00% Senior Notes due 2023 and $400,000,000 aggregate principal amount of 5.30% Senior Notes due 2043. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The Issuer intends to use the net proceeds of the offering of the notes to fund a portion of the consideration for the proposed acquisition (the “Acquisition”) by the Issuer and Perrigo Company (“Perrigo”) of Elan Corporation, plc (“Elan”). The offering of the notes is expected to close prior to the consummation of the Acquisition. Pending consummation of the Acquisition, the net proceeds from this offering will be deposited into an escrow account.
Irish Takeover Rules
The Perrigo directors accept responsibility for the information contained in this communication. To the best of the knowledge and belief of the Perrigo directors (who have taken all reasonable care to ensure that such is the case), the information in this communication is in accordance with the facts and does not omit anything likely to affect the import of such information.
Persons interested in 1% or more of any relevant securities in Perrigo or Elan may have disclosure obligations under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007 (as amended).
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Announcement press release issued by Perrigo Company Limited on November 5, 2013. | |
| 99.2 | Pricing press release issued by Perrigo Company Limited on November 5, 2013. | |
SIGNATURES
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.
| PERRIGO COMPANY LIMITED | ||||
| (Registrant) | ||||
| By: | /s/ Todd W. Kingma | |||
| Dated: November 5, 2013 | Todd W. Kingma | |||
| Director | ||||
Exhibit Index
| Exhibit 99.1 – Announcement Press release issued by Perrigo Company Limited on November 5, 2013. |
| Exhibit 99.2 – Pricing Press release issued by Perrigo Company Limited on November 5, 2013. |
Exhibit 99.1
Perrigo Company Limited Announces Offering of $2,300,000,000 Senior Notes
ALLEGAN, MICHIGAN, November 5, 2013 /PRNewswire/ – Perrigo Company Limited, a limited company incorporated under the laws of Ireland (“Issuer”), announced that it has commenced an offering of Senior Notes due 2016, Senior Notes due 2018, Senior Notes due 2023 and Senior Notes due 2043, in an aggregate principal amount of $2,300,000,000.
The Issuer intends to use the net proceeds from the offering, together with proceeds from its credit facilities and certain cash, to fund the cash purchase price of the previously announced acquisition (the “Acquisition”) by Perrigo Company, a Michigan Corporation (“Perrigo”) (NYSE/TASE: PRGO), of Elan Corporation, plc, a public limited company incorporated under the laws of Ireland (“Elan”), to refinance certain outstanding indebtedness of Perrigo and to pay related fees and expenses.
The offering of the notes is expected to close prior to the consummation of the Acquisition. Pending consummation of the Acquisition, the net proceeds from the offering (after payment of certain hedging and other transaction related expenses) will be deposited into an escrow account. If the Acquisition is not consummated for any reason on or prior to April 29, 2014, which may be extended in certain circumstances to July 29, 2014, the proceeds from the offering will be used to redeem the notes at a redemption price of 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest to, but not including, the redemption date.
The notes will be guaranteed on a senior unsecured basis by (i) upon the closing of the offering, certain of the Issuer’s subsidiaries that were formed for the purpose of facilitating the Acquisition, (ii) substantially concurrently with the consummation of the Acquisition and the release of the escrow property from the escrow account, Perrigo and certain subsidiaries of Perrigo that will guarantee the Issuer’s new term loan credit facility and revolving credit facility (together, the “Permanent Credit Facilities”) and (iii) within 60 days after the consummation of the Acquisition, Elan and certain of Elan’s subsidiaries that will guarantee the Permanent Credit Facilities.
The notes will be offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The notes have not been registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and the rules promulgated thereunder.
The offering of the notes is subject to market and other conditions and there can be no assurance that the offering will be consummated on the terms described above or at all.
No Offer or Solicitation
This announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Cautionary Statement regarding Forward-Looking Statements
Certain statements in this press release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. These statements relate to future events or the Issuer’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 Issuer 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 Issuer has based these forward-looking statements on its current expectations, assumptions, estimated and projections. While the Issuer 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 Issuer’s control. These and other important factors, including those discussed under “Risk Factors” in Perrigo’s Form 10-K for the year ended June 29, 2013, as well as the Company’s subsequent filings with the Securities and Exchange Commission, 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 here, and unless otherwise required by applicable securities laws, the Issuer disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Irish Takeover Rules
The Perrigo Company directors accept responsibility for the information contained in this communication. To the best of the knowledge and belief of the Perrigo Company directors (who have taken all reasonable care to ensure that such is the case), the information in this communication is in accordance with the facts and does not omit anything likely to affect the import of such information.
Persons interested in 1% or more of any relevant securities in Perrigo or Elan may have disclosure obligations under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007 (as amended).
SOURCE Perrigo Company
For further information, contact Arthur J. Shannon, Vice President, Investor Relations and Global Communications, (269) 686-1709, E-mail: ajshannon@perrigo.com; Bradley Joseph, Senior Manager, Investor Relations and Global Communications, (269) 686-3373, E-mail: bradley.joseph@perrigo.com
Exhibit 99.2
Perrigo Company Limited Announces Pricing of $2,300,000,000 Senior Notes
ALLEGAN, MICHIGAN/DUBLIN, IRELAND, November 5, 2013 /PRNewswire/ – Perrigo Company Limited, a limited company incorporated under the laws of Ireland (“Issuer”), announced that it has priced an offering of $2,300,000,000 aggregate principal amount of senior notes, consisting of $500,000,000 aggregate principal amount of 1.30% Senior Notes due 2016, $600,000,000 aggregate principal amount of 2.30% Senior Notes due 2018, $800,000,000 aggregate principal amount of 4.00% Senior Notes due 2023 and $400,000,000 aggregate principal amount of 5.30% Senior Notes due 2043.
The Issuer intends to use the net proceeds from the offering, together with proceeds from its credit facilities and certain cash, to fund the cash purchase price of the previously announced acquisition (the “Acquisition”) by Perrigo Company, a Michigan Corporation (“Perrigo”) (NYSE/TASE: PRGO), of Elan Corporation, plc, a public limited company incorporated under the laws of Ireland (“Elan”), to refinance certain outstanding indebtedness of Perrigo and to pay related fees and expenses.
The offering of the notes is expected to close on November 8, 2013, which is prior to the expected date of the consummation of the Acquisition. Pending consummation of the Acquisition, the net proceeds from the offering (after payment of certain hedging and other transaction related expenses) will be deposited into an escrow account. If the Acquisition is not consummated for any reason on or prior to April 29, 2014, which may be extended in certain circumstances to July 29, 2014, the proceeds from the offering will be used to redeem the notes at a redemption price of 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest to, but not including, the redemption date.
The notes will be guaranteed on a senior unsecured basis by (i) upon the closing of the offering, certain of the Issuer’s subsidiaries that were formed for the purpose of facilitating the Acquisition, (ii) substantially concurrently with the consummation of the Acquisition and the release of the escrow property from the escrow account, Perrigo and certain subsidiaries of Perrigo that will guarantee the Issuer’s new term loan credit facility and revolving credit facility (together, the “Permanent Credit Facilities”) and (iii) within 60 days after the consummation of the Acquisition, Elan and certain of Elan’s subsidiaries that will guarantee the Permanent Credit Facilities.
The notes are being offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The notes have not been registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and the rules promulgated thereunder.
The Issuer has agreed to file with the SEC a registration statement under the Securities Act with respect to a registered offer to exchange the notes and related guarantees for registered notes and related guarantees of such series, within 365 days after the issue date, subject to certain conditions.
No Offer or Solicitation
This announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Cautionary Statement regarding Forward-Looking Statements
Certain statements in this press release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. These statements relate to future events or the Issuer’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 Issuer 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 Issuer has based these forward-looking statements on its current expectations, assumptions, estimated and projections. While the Issuer 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 Issuer’s control. These and other important factors, including those discussed under “Risk Factors” in Perrigo’s Form 10-K for the year ended June 29, 2013, as well as the Company’s subsequent filings with the Securities and Exchange Commission, 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 here, and unless otherwise required by applicable securities laws, the Issuer disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Irish Takeover Rules
The Perrigo Company directors accept responsibility for the information contained in this communication. To the best of the knowledge and belief of the Perrigo Company directors (who have taken all reasonable care to ensure that such is the case), the information in this communication is in accordance with the facts and does not omit anything likely to affect the import of such information.
Persons interested in 1% or more of any relevant securities in Perrigo or Elan may have disclosure obligations under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007 (as amended).
SOURCE Perrigo Company
For further information, contact Arthur J. Shannon, Vice President, Investor Relations and Global Communications, (269) 686-1709, E-mail: ajshannon@perrigo.com; Bradley Joseph, Senior Manager, Investor Relations and Global Communications, (269) 686-3373, E-mail: bradley.joseph@perrigo.com