DUBLIN, June 14, 2017 /PRNewswire/ -- Perrigo
Company plc ("Perrigo" or the "Company") (NYSE; TASE: PRGO)
announced today the reference yield and total consideration for
each series of notes subject to the previously announced cash
tender offer (the "Tender Offer") for up to a combined aggregate
principal amount of $1,400,000,000
(the "Maximum Amount") of Perrigo's 4.000% Notes due 2023 and
5.300% Notes due 2043 and Perrigo Finance Unlimited Company's, its
wholly-owned finance subsidiary ("Perrigo Finance"), 3.500% Notes
due March 2021, 3.500% Notes due
December 2021, 4.900% Notes due 2044,
4.375% Notes due 2026 and 3.900% Notes due 2024 (collectively, the
"Notes").
The Tender Offer is being made pursuant to, and subject to the
terms and conditions in, an Offer to Purchase, dated May 31, 2017, which sets forth a description of
the terms of the Tender Offer.
The reference yields for the Tender Offer were determined at
11:00 a.m., New York City time, today. The consideration
to be paid in the Tender Offer for each series of Notes being
purchased is based on the applicable reference yield plus a fixed
spread, as set forth in the table below. Holders who validly
tendered and did not validly withdraw Notes at or prior to the
Early Tender Deadline (as defined below) that are accepted for
purchase will receive the total consideration, which includes an
early tender premium of $30 per
$1,000 principal amount of Notes
accepted for purchase (the "Early Tender Premium"). Holders whose
Notes are accepted for purchase pursuant to the Tender Offer will
also receive accrued and unpaid interest on their purchased Notes
from, and including, the last interest payment date for such Notes
to, but excluding, the applicable settlement date. Perrigo and
Perrigo Finance expect to accept for purchase a combined aggregate
principal amount of $1,400,000,000 of
Notes. All of the Notes in Acceptance Priority Levels 1 and 2 that
were validly tendered prior to the Early Tender Deadline are
expected to be accepted for purchase. The proration factor for the
Notes in Acceptance Priority Level 3 will be approximately 57.9%
and the proration factor for the Notes in Acceptance Priority Level
4 will be approximately 26.6%. No Notes in Acceptance Priority
Levels 5 and 6 are being purchased.
Issuer/Applicable
Offeror
|
Title of
Security
|
CUSIP
Number
|
Aggregate
Principal Amount Outstanding
|
Acceptance
Priority Level
|
Series
Cap
|
Aggregate
Principal Amount Expected to be Accepted for
Purchase
|
Reference
U.S. Treasury Security
|
Bloomberg
Reference Page(1)
|
Fixed Spread
(basis points)
|
Reference
Yield
|
Total
Consideration(1)(2)
|
Perrigo Company
plc
|
4.000% Notes due
2023
|
714294AD7
|
$800,000,000
|
1
|
N/A
|
$584,381,000
|
1.75% due
5/31/2022
|
PX1
|
100
|
2.676%
|
$1,074.82
|
Perrigo Company
plc
|
5.300% Notes due
2043
|
714294AH8
|
$400,000,000
|
2
|
N/A
|
$309,501,000
|
3.00% due
2/15/2047
|
PX1
|
170
|
4.476%
|
$1,125.60
|
Perrigo Finance
Unlimited Company
|
3.500% Notes due
March 2021/
3.500% Notes due
December 2021
|
71429MAA3
/
714295AB8
|
$500,000,000
$500,000,000
|
3
|
$410,000,000 (in
aggregate principal amount)
|
$219,637,000
$190,354,000
|
1.75% due
5/31/2022
|
PX1
PX1
|
50
60
|
2.176%
2.276%
|
$1,046.41
$1,050.26
|
Perrigo Finance
Unlimited Company
|
4.900% Notes due
2044
|
714295AA0
|
$400,000,000
|
4
|
$150,000,000 (in
aggregate principal amount)
|
$96,127,000
|
3.00% due
2/15/2047
|
PX1
|
175
|
4.526%
|
$1,057.95
|
(1) Per $1,000
principal amount of Notes. Includes the Early Tender Premium.
(2) In addition, holders will receive accrued and
unpaid interest to the settlement date.
The Tender Offer will expire at 11:59
p.m., New York City time,
on June 27, 2017, unless extended
(such date and time, as the same may be extended, the "Expiration
Time"). Holders of Notes must have validly tendered and not validly
withdrawn their Notes at or before 5:00
p.m., New York City time,
on June 13, 2017 (the "Early Tender
Deadline") to be eligible to receive the Early Tender Premium for
their tendered Notes. After such time, the Notes may not be
withdrawn except in certain limited circumstances where additional
withdrawal rights are required by law. Assuming the Tender Offer is
not extended and the conditions to the Tender Offer are satisfied
or waived, Perrigo and Perrigo Finance expect that settlement for
Notes validly tendered and not validly withdrawn on or before the
Early Tender Deadline and accepted for purchase will be on
June 15, 2017.
As Perrigo and Perrigo Finance intend, subject to the terms and
conditions of the Tender Offer, to accept for purchase the Maximum
Amount of Notes tendered at or prior to the Early Tender Deadline,
further tenders of Notes prior to the Expiration Time will not be
accepted for purchase.
The obligation of Perrigo and Perrigo Finance to accept for
purchase, and to pay for, any Notes validly tendered (and not
validly withdrawn) and accepted for purchase pursuant to the Tender
Offer is conditioned upon the satisfaction or waiver of the
conditions described in the Offer to Purchase under the heading
"Terms of the Tender Offer—Conditions of the Tender Offer."
This press release is neither an offer to purchase nor a
solicitation of an acceptance of securities. 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 being made solely pursuant to terms and conditions
set forth in the Offer to Purchase.
Barclays Capital Inc., Citigroup Global Markets Inc. and Morgan
Stanley & Co. LLC are serving as the Lead Dealer Managers in
connection with the Tender Offer. Wells Fargo Securities, LLC is
serving as the Co-Dealer Manager in connection with the Tender
Offer. Questions regarding the Tender Offer may be directed to
Barclays Capital Inc. at (800) 438-3242 (toll free) or (212)
528-7581 (collect), Citigroup Global Markets Inc. at (800) 558-3745
(toll free) or (212) 723-6106 (collect) or to Morgan Stanley &
Co. LLC at (800) 624-1808 (toll free) or (212) 761-1057 (collect).
Requests for the Offer to Purchase or the documents incorporated by
reference therein may be directed to D.F.
King & Co., Inc., which is acting as Tender Agent and
Information Agent for the Tender Offer, at the following telephone
numbers: banks and brokers, (212) 269-5550; all others toll free at
(800) 967-5071 or at the following email: prgo@dfking.com.
Cautionary Statement Regarding 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 and expense to complete the
Tender Offer. These and other important factors, including those
discussed under "Risk Factors" in the Company's Form 10-K for the
year ended December 31, 2016, 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 otherwise.
About Perrigo
Perrigo Company plc, a leading global healthcare company,
delivers value to its customers and consumers by providing Quality
Affordable Healthcare Products®. Founded in 1887 as a packager of
home remedies, Perrigo has built a unique business model that is
best described as the convergence of a fast-moving consumer goods
company, a high-quality pharmaceutical manufacturing organization
and a world-class supply chain network. Perrigo is the world's
largest manufacturer of over-the-counter ("OTC") healthcare
products and supplier of infant formulas for the store brand
market. The Company also is a leading provider of branded OTC
products throughout Europe and the
U.S., as well as a leading producer of "extended topical"
prescription drugs. Perrigo, headquartered in Ireland, sells its products primarily in
North America, Europe and Australia, as well as in other markets,
including Australia, Israel and China. Visit Perrigo online at
(http://www.perrigo.com).
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SOURCE Perrigo Company plc