Full Press Release Details
Perrigo Announces Early Results of Cash Tender Offer for Notes
DUBLIN, November 29, 2023 Perrigo Company plc (NYSE: PRGO) (the Company ), a leading provider of Consumer Self-Care Products, today
announced the early tender results of the previously announced cash tender offer (the Tender Offer ) by Perrigo Finance Unlimited Company, its wholly-owned finance subsidiary (the Issuer ), to purchase its 3.900% Senior Notes
due 2024 (CUSIP / ISIN Nos. 714295 AC6 / US714295AC63) (the Notes ) in a principal amount of up to $300,000,000. The terms and conditions of the Tender Offer are set forth in an Offer to Purchase, dated November 10, 2023 (the Offer
The aggregate principal amount of Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on
November 28, 2023 (the Early Tender Date ), according to information provided by D.F. King & Co., Inc., the tender and information agent for the Tender Offer, is set forth in the table below.
| Title of Security | Issuer | CUSIP / ISIN Nos. (1) | Principal Amount Outstanding | Tender Cap | Aggregate Principal Amount Tendered at Early Tender Date | Aggregate Principal Amount Expected to be Accepted for Purchase (2) | Percentage of Outstanding Principal Amount Expected to be Accepted for Purchase (2)(3) | Proration Rate (3) | Total Consideration (4)(5) | |||||||||
| 3.900% Senior Notes due 2024 | Perrigo Finance Unlimited Company | 714295 AC6 / US714295AC63 | $700,000,000 | $300,000,000 | $385,548,000 | $300,000,000 | 42.86% | 76.32% | $983.75 |
Holders of Notes who validly tendered and did not validly withdraw their Notes on or before the Early Tender Date, and whose Notes
are accepted for purchase in the Tender Offer, will be entitled to receive the Total Consideration, which includes an early tender premium of $30.00 per $1,000 principal amount of Notes. In addition, holders whose Notes are accepted for purchase in
the Tender Offer will receive accrued and unpaid interest, if any, to, but excluding, the date on which the Tender Offer is settled. Subject to the satisfaction or waiver of the conditions set forth in the Offer to Purchase, the Issuer anticipates
that settlement of Notes accepted for purchase will occur on December 15, 2023.
The Tender Offer will expire at 5:00 p.m., New York City time, on
December 12, 2023, unless extended (such date and time, as the same may be extended, the Expiration Date ). The time and date on or before which validly tendered Notes may be validly withdrawn expired at 5:00 p.m., New York City
time, on November 28, 2023. Holders may not validly withdraw any validly tendered Notes after that time and date, unless required by law.
The consummation of the Tender Offer is subject to the satisfaction of certain conditions as set forth in
the Offer to Purchase, including, among other things, the closing and funding of the Proposed Financing (as defined below) on terms reasonably satisfactory to the Company (the Financing Condition ). As previously disclosed, to finance the
Tender Offer, the Company, through a wholly owned subsidiary, is concurrently seeking to borrow $300,000,000 of incremental term loans under its existing senior secured credit facilities (the Proposed Financing ), subject to market and
other conditions. The Financing Condition is expected to be satisfied on or before December 15, 2023. The Issuer reserves the right, in its sole discretion, to waive any and all conditions to the Tender Offer with respect to the Notes.
Since the aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date exceeds the
Tender Cap, Notes tendered after the Early Tender Date and on or prior to the Expiration Date will not be purchased pursuant to the Tender Offer and the principal amount of Notes expected to be accepted for purchase will be prorated, on the terms
and subject to the conditions described in the Offer to Purchase. Based upon the aggregate principal amount of Notes that were validly tendered and not validly withdrawn, the proration rate is approximately 76.32%.
The Issuer s obligations to accept any Notes tendered and to pay the applicable consideration for them are set forth solely in the Offer to Purchase.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Tender
Offer is made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this press release is qualified by reference to the Offer to Purchase. Subject to applicable law, the Issuer may amend, extend, waive conditions to or
terminate the Tender Offer.
J.P. Morgan Securities LLC is the Dealer Manager for the Tender Offer. Persons with questions regarding the Tender Offer
should contact J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4087 (collect). Requests for copies of the Offer to Purchase should be directed to
D.F. King & Co., Inc., the Tender and Information Agent for the Tender Offer, at (212) 269-5550 (banks and brokers), (800) 290-6432 (toll-free) or email at
plc (NYSE: PRGO) is a leading provider of Consumer Self-Care Products and over-the-counter (OTC) health and wellness solutions that enhance individual well-being by
empowering consumers to proactively prevent or treat conditions that can be self-managed. Visit Perrigo online at www.perrigo.com.
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 particular, statements about the Company s expectations,
beliefs, plans, objectives, assumptions, future events or future performance and statements regarding the timing and the terms of the Tender Offer and the Proposed Financing are forward-looking statements. In some cases, forward-looking statements
can be identified by terminology such as may, will, could, would, should, expect, forecast, plan, anticipate, intend,
believe, estimate, predict, potential or the negative of those terms 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. These and other important factors, including those discussed under Risk Factors in the Company s Form 10-K for the year ended December 31,
2022 and Quarterly Reports on Form 10-Q for the quarters ended April 1, 2023, July 1, 2023 and September 30, 2023, as well as the Company s subsequent filings with the United States
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 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