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BN 06/02 10:28 *PERRIGO TO BUY PORTFOLIO OF OTC BRANDS FROM GSK; NO TERMS
BN 06/02 10:28 *PERRIGO SEES DEAL IMMEDIATELY EXCEED ROIC THRESHOLD
BN 06/02 10:28 *PERRIGO SAYS NET SALES OF ACQUIRED BRANDS ABOUT $110M IN '14
BN 06/02 10:28 *PERRIGO TO BUY ASSETS FOR ALL CASH, NO TERMS
BFW 06/02 10:28 *PERRIGO TO BUY PORTFOLIO OF LEADING OTC BRANDS FROM GSK
BN 06/02 10:28 *PERRIGO SEES DEAL IMMEDIATELY ADDING TO YR ADJ EPS
BN 06/02 10:28 *PERRIGO SEES DEAL IMMEDIATELY ACCRETIVE TO '15 ADJUSTED EPS
BN 06/02 10:27 *PERRIGO TO BUY PORTFOLIO OF LEADING OTC BRANDS FROM GSK
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Perrigo To Acquire Portfolio Of Leading OTC Brands From GSK
2015-06-02 10:27:53.290 GMT
Perrigo To Acquire Portfolio Of Leading OTC Brands From GSK
-- Portfolio includes well-established European brands in the areas of
nicotine replacement therapy, cold and flu, and cold sore management
-- Demonstrates Perrigo's unique ability to maximize brand value across the
Company's leading European distribution network spanning 36 countries
-- Net sales of the acquired brands in 2014 were approximately $110 million(1)
and, on a pro forma basis, the acquisition increases Branded Consumer
Healthcare's 2014 net sales by approximately 8%, while improving the segment's
adjusted gross and operating margins
-- Transaction expected to be immediately accretive to 2015 adjusted EPS and
immediately exceed Perrigo's ROIC threshold
PR Newswire
DUBLIN, June 2, 2015
DUBLIN, June 2, 2015 /PRNewswire/ -- Perrigo Company plc ("Perrigo") (NYSE:
PRGO; TASE) today announced that it has entered into an agreement to acquire a
portfolio of well-established over-the-counter ("OTC") brands from
GlaxoSmithKline Consumer Healthcare ("GSK"), in connection with GSK's
commitments to the European Commission and other regulators to divest these
businesses in the context of the formation of a consumer health joint venture
between GSK and Novartis International AG ("Novartis"). Perrigo will acquire
the following assets in an all-cash transaction in which the purchase price
was not disclosed.
Perrigo Company Logo
o GSK's NiQuitin nicotine replacement therapy ("NRT") business, primarily in
the European Economic Area ("EEA") and Brazil, and Novartis's legacy
Australian NRT business, including the Nicotinell brand;
o Several assorted OTC brands including Coldrex (cold and flu treatment)
across the EEA, and Panodil (pain relief), Nezeril (nasal decongestant),
and Nasin (nasal decongestant) in Sweden; and
o Novartis's legacy cold sore management products primarily in the EEA,
marketed under the brand names Vectavir, Pencivir, Fenivir, Fenlips and
Vectatone.
Perrigo Chairman, President and CEO Joseph C. Papa commented, "This
acquisition demonstrates Perrigo's ability to execute on our 'Base Plus Plus
Plus' strategy, in which we make selective, accretive transactions to expand
our durable base business. We are building on the global platform we
established with the Omega Pharma acquisition to capture an even greater share
of the $30 billion European OTC market opportunity with several
well-established, complementary brands that bolster our OTC product portfolio.
We are committed to making investments in these brands to grow their market
positions in key geographies, by following Omega Pharma's proven approach to
brand building.
"Perrigo is uniquely positioned to maximize the potential of these brands by
leveraging Omega Pharma's leading European commercial infrastructure,
pan-European distribution network, strong brand-building capabilities, and
exceptional management team. This announcement comes on the heels of our
recent acquisition of European OTC dermatological product, Vitasil, which
recently closed. With our global platform in place and our robust balance
sheet, we are ideally positioned to execute immediately accretive deals, such
as this one, that will have a multiplier effect on our growth."
The acquisition is expected to be immediately accretive to Perrigo's calendar
2015 adjusted earnings per share, excluding estimated intangible amortization
and transaction-related costs. The transaction has been unanimously approved
by the Boards of Directors of Perrigo and GSK, and is expected to close in the
third quarter of 2015, pending approval by the European Commission, the
Australian Competition and Consumer Commission, and Brazil's Council for
Economic Defense, as well as the satisfaction of customary closing conditions.
Conference Call AT 8:00 AM EDT, June 2, 2015:
Perrigo will host a conference call and live webcast on Tuesday, June 2, 2015
at 8:00 a.m. (ET) to discuss the strength of the Omega Pharma platform and the
highlights of this acquisition. Interested parties can access the webcast in
the investor relations section of the Perrigo website at
http://perrigo.investorroom.com/events-webcasts or by phone at (877) 248-9413,
International (973) 582-2737, and reference ID# 57067677. A taped replay of
the call will be available beginning at approximately 11:00 a.m. (ET) Tuesday,
June 2, 2015 until midnight Tuesday, June 16, 2015. To listen to the replay,
dial (855) 859-2056, International (800) 585-8367, and use access code
57067677.
^(1) Translated at current exchange rates
Forward-Looking Statements
Certain statements in this press release are forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
and are subject to the safe harbor created thereby. 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 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. Such risks include the possibility
that the acquired assets may not perform as well as expected and that the
Company may not achieve the value creation contemplated by the transaction.
These and other important factors, including those discussed under "Risk
Factors" in the Company's Form 10-K for the year ended June 28, 2014, as well
as the Company's subsequent filings with the 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.
Irish Takeover Rules
The directors of Perrigo accept responsibility for the information contained
in this announcement. To the best of the knowledge and belief of the directors
of Perrigo (who have taken all reasonable care to ensure such is the case),
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.
No statement in this announcement is intended to constitute a profit forecast
for any period, nor should any statements be interpreted to mean that earnings
or earnings per share will necessarily be greater or lesser than those for the
relevant preceding financial periods for Perrigo. No statement in this
announcement constitutes an asset valuation.
A person interested in 1% or more of any class of relevant securities of
Perrigo or Mylan may have disclosure obligations under Rule 8.3 of the Irish
Takeover Panel Act, 1997, Takeover Rules, 2013 ("Irish Takeover Rules").
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed can be found on the Irish Takeover
Panel's website at ww.irishtakeoverpanel.ie. "Interests in securities" arise,
in summary, when a person has long economic exposure, whether conditional or
absolute, to changes in the price of securities. In particular, a person will
be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced
to, securities. Terms in quotation marks are defined in the Irish Takeover
Rules, which can be found on the Irish Takeover Panel's website.
If you are in any doubt as to whether you are required to disclose a "dealing"
under Rule 8, please consult the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone
number +353 1 678 9020; fax number +353 1 678 9289.
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).
Logo - http://photos.prnewswire.com/prnh/20120301/DE62255LOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/perrigo-to-acquire-portfolio-of-leading-otc-brands-from-gsk-300092442.html
SOURCE Perrigo Company plc
Website: http://www.perrigo.com
Contact: Arthur J. Shannon, Vice President, Investor Relations and Global
Communications, (269) 686-1709, ajshannon@perrigo.com, or Bradley Joseph,
Director, Investor Relations and Global Communications, (269) 686-3373,
bradley.joseph@perrigo.com
-0- Jun/02/2015 10:27 GMT