Perrigo Files Registration Statement On Form S-4 In Connection With Proposed Acquisition Of Elan
ALLEGAN, Mich. and DUBLIN, Aug. 28, 2013 /PRNewswire/ -- Perrigo Company (NYSE, TASE: PRGO) ("Perrigo") and Elan Corporation, plc. (NYSE: ELN) ("Elan") today announced that Perrigo Company Limited ("New Perrigo") has filed with the U.S. Securities and Exchange Commission (SEC) a registration statement on Form S-4 in connection with Perrigo's proposed acquisition of Elan, which included a joint proxy statement of Elan and Perrigo (the "Form S-4").
As previously announced on July 29, 2013, Perrigo and Elan have entered into a definitive agreement pursuant to which New Perrigo will acquire Elan in a stock-and-cash transaction valued at approximately $8.6 billion (the "Acquisition"). The Acquisition will be effected by means of a "scheme of arrangement" under Irish law (the "Scheme" or the "Scheme Circular").
The Form S-4 is available on the SEC's EDGAR system, and may be accessed at http://perrigo.investorroom.com/index.php?o=25&s=127, http://ir.elan.com/phoenix.zhtml?c=88326&p=irol-sec or www.sec.gov.About Perrigo From its beginnings as a packager of generic home remedies in 1887, Allegan, Michigan-based Perrigo Company has grown to become a leading global provider of quality, affordable healthcare products. Perrigo develops, manufactures and distributes over-the-counter (OTC) and generic prescription (Rx) pharmaceuticals, infant formulas, nutritional products, animal health, dietary supplements and active pharmaceutical ingredients (API). The company is the world's largest manufacturer of OTC pharmaceutical products for the store brand market. The company's primary markets and locations of logistics operations have evolved over the years to include the United States, Israel, Mexico, the United Kingdom, India, China and Australia. Visit Perrigo on the Internet at www.perrigo.com. About Elan Elan is a biotechnology company, headquartered in Dublin, Ireland, committed to making a difference in the lives of patients and their families by dedicating itself to bringing innovations in science to fill significant unmet medical needs that continue to exist around the world. Elan's ordinary shares are traded on the ISE under ISIN IE0003072950; American Depositary Shares representing ordinary shares of Elan are traded on the NYSE under the ticker symbol ELN. For additional information about Elan, please visit Elan's web site at www.elan.com. About New Perrigo New Perrigo is a private limited company incorporated in Ireland solely for the purpose of effecting the transactions contemplated by the transaction agreement dated 29 July 2013 and entered into between Perrigo and Elan for the purpose of effecting the Acquisition (the "Transaction Agreement"). Prior to the effective date of the Scheme (the "Effective Date"), New Perrigo will be converted, pursuant to the Irish Companies Acts 1963–2012, to a public limited company. To date, New Perrigo has not conducted any activities other than those incidental to its formation and the execution of the Transaction Agreement. Conditioned only upon the prior consummation and implementation of the Scheme and the Acquisition, an indirect subsidiary of New Perrigo ("Merger Sub"), will merge with and into Perrigo, as a result of which the separate corporate existence of Merger Sub will cease and Perrigo will continue as the surviving corporation as a wholly owned indirect subsidiary of New Perrigo. At the Effective Date, all Perrigo shares will be cancelled and each Perrigo share will automatically be converted into the right to receive one New Perrigo share and US$0.01 in cash. 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 or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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