ALLEGAN, Mich. and DUBLIN, Dec. 13, 2013 /PRNewswire/ -- Perrigo Company (NYSE: PRGO; TASE) and Elan Corporation, plc (NYSE: ELN) ("Elan") today announced that the Irish High Court has approved Perrigo's pending acquisition of Elan.
As previously announced, on July 28, 2013, Perrigo and Elan entered into a transaction agreement pursuant to which Perrigo agreed to acquire Elan through the formation of a new Irish holding company that has since been renamed Perrigo Company plc ("New Perrigo"). The acquisition of Elan will be effected by a "scheme of arrangement" under Irish law and, in connection with the acquisition; a subsidiary of New Perrigo will merge with and into Perrigo. Following the consummation of these transactions, both Perrigo and Elan will be wholly owned subsidiaries of New Perrigo.
The parties have now obtained all regulatory approvals required to complete the transaction. The closing remains subject to the satisfaction of other customary closing conditions and is expected to occur on December 18, 2013. Based thereon, trading of Perrigo shares will continue on the New York Stock Exchange until the end of the day on December 18, 2013, and on the Tel Aviv Stock Exchange until 4:30 p.m. local time ( 9:30 a.m. Eastern Standard Time) on December 19, 2013; trading of Elan ordinary shares will continue on the Irish Stock Exchange until the end of the day on December 17, 2013, and trading of Elan American Depositary Shares will continue on the New York Stock Exchange until the end of the day on December 18, 2013. The delisting of Elan ordinary shares from the Irish Stock Exchange and of the Elan American Depositary Shares from the New York Stock Exchange will be effective following the close of trading in those respective markets on December 18, 2013. The ordinary shares of New Perrigo are expected to commence trading under the ticker symbol "PRGO" on the New York Stock Exchange on December 19, 2013, and on the Tel Aviv Stock Exchange on December 22, 2013.Perrigo Chairman, President and CEO Mr. Joseph C. Papa stated: "We are pleased with the Irish High Court's approval of the scheme of arrangement and expect the transaction to close on December 18 th, 2013" About PerrigoFrom its beginnings as a packager of generic home remedies in 1887, Perrigo Company, based in Allegan, Michigan, has grown to become a leading global healthcare supplier. The Company develops, manufactures and distributes over-the-counter ("OTC") and generic prescription ("Rx") pharmaceuticals, nutritional products and active pharmaceutical ingredients ("API") and is the world's largest manufacturer of OTC pharmaceutical products for the store brand market. Perrigo's mission is to offer uncompromised "quality, affordable healthcare products TM", and it does so across a wide variety of product categories primarily in the United States, United Kingdom, Mexico, Israel and Australia, as well as certain other markets throughout the world, including Canada, China and Latin America. Visit Perrigo on the Internet ( http://www.perrigo.com). About ElanElan 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 PerrigoPerrigo Company plc is a public limited company incorporated in Ireland solely for the purpose of effecting the transactions contemplated by the Transaction Agreement (as defined below). To date, New Perrigo has not conducted any activities other than those incidental to its formation and the execution of the Transaction Agreement related to the acquisition of Elan. The Elan directors accept responsibility for all the information contained in this announcement other than information relating to Perrigo and its subsidiary undertakings, the directors of Perrigo and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Elan directors (who have taken all reasonable care to ensure that such is the case), the information in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. The Perrigo directors accept responsibility for all the information contained in this announcement other than information relating to Elan and its subsidiary undertakings, the directors of Elan and members of their immediate families, related trusts and persons connected with them. 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 announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. Any holder of 1% or more of any class of relevant securities of Elan or of Perrigo may have disclosure obligations under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007 (as amended). Cautionary Statement regarding Forward-Looking StatementsThis announcement includes certain 'forward looking statements' within the meaning of, and subject to the safe harbor created by, Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the business, strategy and plans of Perrigo, Elan and/or New Perrigo, their expectations relating to the transactions contemplated by that certain Transaction Agreement, dated as of July 28, 2013, between Elan, Perrigo, Leopard Company, Habsont (f/k/a Habsont Limited) and New Perrigo (the "Transaction Agreement"), and Perrigo's, Elan's and/or New Perrigo's future financial condition and performance, including estimated synergies. Statements that are not historical facts, including statements about Perrigo's, Elan's and/or New Perrigo's management's beliefs and expectations, are forward looking statements. Words such as 'believes', 'anticipates', 'estimates', 'expects', 'intends', 'aims', 'potential', 'will', 'would', 'could', 'considered', 'likely', 'estimate' and variations of these words and similar future or conditional expressions are intended to identify forward looking statements but are not the exclusive means of identifying such statements. Examples of such forward looking statements include, but are not limited to, statements about expected benefits and risks associated with the transactions contemplated by the Transaction Agreement, projections or expectations of profit attributable to shareholders, including estimated synergies, anticipated provisions or write-downs, economic profit, dividends, capital structure or any other financial items or rations; statements of plans, objectives or goals of Perrigo, New Perrigo, Elan or the combined business following the transactions contemplated by the Transaction Agreement; statements about the future trends in tax or interest rates, liquidity, foreign exchange rates, stock market levels and demographic trends and any impact that those matters may have on Perrigo, New Perrigo, Elan or the combined company following the transactions contemplated by the Transaction Agreement; statements concerning any future Irish, UK, US or other economic or regulatory environment or performance; statements about strategic goals, competition, regulation, regulatory approvals, dispositions and consolidation or technological developments in the healthcare and life sciences industry; and statements of assumptions underlying such statements.
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