DUBLIN, Feb. 7, 2017
/PRNewswire/ -- Perrigo Company plc (NYSE: PRGO; TASE) today
announced that it has entered into an agreement with Starboard
Value LP ("Starboard"), which owns approximately 6.7 percent of
Perrigo's shares, regarding the membership and composition of the
Perrigo Board of Directors and certain customary standstill
restrictions.
Under the terms of the agreement, Jeffrey Smith, Starboard's CEO and Chief
Investment Officer, Bradley Alford
and Jeffrey Kindler have been
appointed to the Perrigo Board, effective immediately, and
Starboard will also be recommending two additional independent
directors to be added to the Perrigo Board. Current directors,
Herman Morris, Shlomo Yanai, Michael
Jandernoa, and Gary Kunkle
will step down from the Board effective immediately. Perrigo's
Board of Directors will be composed of 10 members until the
appointment of an additional Board member. Ellen Hoffing will step down from the Board upon
the appointment of the second additional Board member recommended
by Starboard at a later date.
Perrigo's Board of Directors Chairman, Laurie Brlas, commented, "Since our respective
appointments in April 2016,
John Hendrickson and I have been
committed to bringing new energy and fresh perspectives to Perrigo.
We are pleased to have reached this agreement with Starboard
and look forward to working closely with the new directors to
create value for our shareholders. On behalf of the Perrigo Board
and management team, I want to thank Michael Jandernoa, Gary
Kunkle, Herman Morris, and
Shlomo Yanai for their commitment to
Perrigo's shareholders and significant contributions to the Company
as a whole throughout their tenure."
Jeff Smith said, "I am pleased
that we were able to reach a constructive agreement with Perrigo to
reconstitute the Board with new independent directors. Brad Alford and Jeff
Kindler bring important experience, expertise and
perspectives to Perrigo, and I look forward to getting started
right away and working closely with management and fellow board
members with the common goal of maximizing value for all
shareholders."
The complete agreement between Perrigo and Starboard will be
filed with the Securities and Exchange Commission on Form 8-K.
New Directors
Jeffrey Smith is a
Managing Member, CEO, and Chief Investment Officer of Starboard
Value LP. Mr. Smith has extensive experience in best-in-class
corporate governance practices and significantly improving value at
underperforming companies. He currently serves as Chairman of the
Board of Advance Auto Parts, Inc. and serves on the Board of Yahoo!
Inc. Formerly Mr. Smith was Chairman of the Board of Darden
Restaurants, Inc. and Phoenix Technologies Ltd., and sat on the
Boards of many other companies. Jeff will chair Perrigo's
Nominating and Governance Committee and join Perrigo's Remuneration
Committee.
Jeff Kindler is a Venture
Partner at Lux Capital and serves a CEO of Centrexion Corporation,
which is a privately held bio therapeutics company that develops
pain therapies. In addition, Mr. Kindler serves as Executive
Chairman of vTv, Managing Director at Starboard Capital Partners
(unrelated to Starboard Value LP or any of its affiliates), and
advisor to a number of healthcare companies. Prior to this, Kindler
was Chairman and CEO of Pfizer, Vice President of Litigation and
Legal Policy at General Electric Company, Executive Vice President
and General Counsel at McDonald's, and President at Partner Brands.
In addition, Kindler has served as Member and Chairman on a number
of Boards of Directors. Jeff will chair Perrigo's Remuneration
Committee and join Perrigo's Audit Committee.
Bradley Alford is an
Operating Partner at Advent International Corporation. He also
serves as a Director of Avery Dennison Corporation, and a Director
of Conagra Brands, Inc. and Unified Grocers, Inc. Mr. Alford was
the former Chairman and Chief Executive Officer of Nestlé
USA. Nestlé USA is the largest division within Nestlé.
During Alford's time as CEO, revenue grew from $7.5 billion in 2006 to $12.7 billion in 2012. Alford spent his entire
career with Nestlé, or companies acquired by Nestlé. Throughout his
career, he has been focused on initiatives to improve processes and
facilitate best practices across an organization. Brad will join
Perrigo's Nominating and Governance Committee.
About Perrigo
Perrigo Company plc, a top five global over-the-counter (OTC)
consumer goods and pharmaceutical company, offers consumers 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 branded OTC products, 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 key markets
including Israel and China. Visit Perrigo online at
(http://www.perrigo.com).
About Starboard Value LP
Starboard Value LP is a New
York-based investment adviser with a focused and fundamental
approach to investing in publicly traded U.S. companies. Starboard
invests in deeply undervalued companies and actively engages with
management teams and boards of directors to identify and execute on
opportunities to unlock value for the benefit of all
shareholders.
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 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, including the timing, amount and cost of share
repurchases, future impairment charges, the ability to achieve its
guidance 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
Company's Form 10-KT for the six-month period ended December 31, 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.
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SOURCE Perrigo Company plc