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Mergers and Acquisitions

Date: 2013-07-29

Type of information: Company acquisition

Acquired company: Elan (Ireland)

Acquiring company: Perrigo (USA)

Amount: $ 8.6 billion (€ 6.47 billion)

Terms:

* On December 18, 2013, Perrigo Company and Elan Corporation have announced that Perrigo has completed the acquisition of Elan in a cash and stock transaction valued on the date of the announcement at approximately $8.6 billion. In connection with the acquisition, Perrigo Company and Elan have been combined under a new company incorporated in Ireland and have adopted the global name Perrigo Company plc. Shares of Perrigo will trade on the New York Stock Exchange and the Tel Aviv Stock Exchange under the ticker symbol PRGO.
* On December 13, 2013, Perrigo Company, a global healthcare supplier, and Elan Corporation have 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.
* On November 18, 2013, Perrigo Company has announced that proposals related to Perrigo's proposed acquisition of Elan Corporation, were approved by Perrigo's shareholders. Perrigo's shareholder approval satisfies certain conditions to the closing of the transaction. The closing of the transaction remains subject to certain regulatory approvals, approval by the Irish High Court and other customary closing conditions, and is expected to occur by the end of calendar year 2013.
* On 29 July 2013, Perrigo Company and Elan Corporation have announced that, following a formal sale process conducted by Elan, Perrigo and Elan have entered into a definitive agreement under which Elan will be acquired by a new holding company incorporated in Ireland (“New Perrigo”). The cash and stock transaction, which is valued at approximately$8.6 billion (€ 6.47 billion)based on the closing price of Perrigo shares on 26 July 2013 ($6.7 billion excluding Elan’s cash on hand), will create a global healthcare company with an industry-leading growth profile and the geographic scale and scope to continue building a truly differentiated business.
The proposed transaction has been unanimously approved by the respective boards of directors of Perrigo and Elan. It is expected to close by the end of calendar year 2013. At the close of the transaction, Perrigo and Elan will be combined under New Perrigo, a new company incorporated in Ireland, where Elan is incorporated today. New Perrigo, which is expected to be called Perrigo Company plc or a variant thereof, will be led by Perrigo’s current leadership team.
Under the terms of the Transaction Agreement, at the closing of the acquisition, Elan sharehold

Details:

Elan’s current business portfolio includes royalties from Tysabri®, along with a neuropsychiatric pipeline with near term value-creating opportunities. Tysabri® had a 19% compound annual growth rate over the 2008–2012 period. Last April, Elan and Biogen have restructured their Tysabri® collaboration and Elan now currently earns a 12% royalty on global net sales of Tysabri®. From 1 May 2014 onwards, the royalty increases to 18% on annual net sales up to US$2.0 billion, and to 25% on annual net sales above this amount.

Related:

biopharmaceuticals

Is general: Yes