UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_______________________________________________
  FORM 8-K
_______________________________________________

CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
April 19, 2017
_______________________________________________
Perrigo Company plc
(Exact name of registrant as specified in its charter)
_______________________________________________

Commission file number 001-36353

Ireland
 
Not Applicable
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
 
-
(Address of principal executive offices)
 
(Zip Code)

+353 1 7094000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
________________________________________ 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]





Item 1.01
Entry into a Material Definitive Agreement.

On April 19, 2017, Perrigo Company plc (the “Company”) entered into (i) an Amendment No. 5 and Waiver to the Revolving Credit Agreement, dated as of December 5, 2014 (as amended, the “Revolving Credit Agreement”), among the Company, Perrigo Finance Unlimited Company, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent (the “Revolver Amendment”), and (ii) an Amendment No. 5 and Waiver to the Term Loan Credit Agreement, dated as of December 5, 2014 (as amended, the “Term Loan Credit Agreement”), among the Company, Perrigo Finance Unlimited Company, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent (the “Term Loan Amendment”).
The Revolver Amendment and the Term Loan Amendment make certain modifications to the Revolving Credit Agreement and Term Loan Credit Agreement, respectively, including a modification of the definition of “Consolidated EBIT” to address certain valuation adjustments and payments received in connection with Tysabri ® . These amendments apply retroactively to the original effective date of the Revolving Credit Agreement and Term Loan Credit Agreement.
In addition, pursuant to the Revolver Amendment and the Term Loan Amendment, the Lenders waived any default or event of default which may arise from:
•
any restatement of the financial statements for the fiscal years ended on or about June 30, 2015 and the six-month transition period ended December 31, 2015, or the fiscal quarters ended on or about December 31, 2014, March 31, 2015, September 30, 2015, March 31, 2016, June 30, 2016 or September 30, 2016, to the extent such restatement results from the reclassification of Tysabri ® and related compounds as financial assets or any other matter that does not constitute a material adverse effect; and

•
deficiencies in the financial statements for the fiscal quarters ended on or about December 31, 2014, March 31, 2015, September 30, 2015, March 31, 2016, June 30, 2016 or September 30, 2016 which would render the Company’s previous representations concerning these financial statements to be inaccurate.

For a complete description of the terms of the Revolver Amendment and the Term Loan Amendment, see the Amendment No. 5 and Waiver to Revolving Credit Agreement, which has been filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 1.01, and the Amendment No. 5 and Waiver to Term Loan Credit Agreement, which has been filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference in this Item 1.01.

Item 2.02
Results of Operations and Financial Condition.

On April 25, 2017, the Company released preliminary unaudited net sales results for the quarter ended April 1, 2017. The related press release is attached as Exhibit 99.1.

Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure required by this item is included in Item 1.01 above and is incorporated by reference.

Item 4.02
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On April 19, 2017, the Company’s Board of Directors, after consultation with management and discussion with Ernst & Young LLP, the Company’s independent registered public accounting firm (“EY”), and following the recommendation of the Company’s Audit Committee, concluded that the Company’s previously issued financial statements (and any related audit reports of EY) for the following periods (collectively, the “Relevant Periods”) should no longer be relied upon:





•
the fiscal years ended June 28, 2014 and June 27, 2015;
•
the transition period from June 28, 2015 to December 31, 2015; and
•
the quarterly periods ended December 28, 2013, March 29, 2014, September 27, 2014, December 27, 2014, March 28, 2015, September 26, 2015, April 2, 2016, July 2, 2016 and October 1, 2016.

This determination follows a correction in accounting under U.S. generally accepted accounting principles (“U.S. GAAP”) related to the Tysabri ® royalty stream. In addition, in connection with the financial closing for the year ended December 31, 2016, the Company identified certain deferred tax assets that existed at the time of the acquisition of Omega Pharma Invest N.V. (“Omega”) on April 1, 2015, in the amount of approximately $220 million. The resulting balance sheet reclassification will require a reduction of goodwill, offset by a corresponding reduction to net deferred tax liabilities at the date of the Omega acquisition. Further, the Company has evaluated the accounting effect subsequent to the acquisition date related to the identified deferred tax assets, including the impairments of Omega goodwill recorded in fiscal 2016, and has also concluded that a correction of accounting is required in certain Relevant Periods.

The Company has determined that it is necessary to restate certain previously issued financial statements to address these issues. However, the Company does not expect these changes to have a material impact on net cash flows and doe snot expect an impact on the previously closed sale of Tysbri ® .

On February 27, 2017, the Company announced the agreement to sell the Tysabri ® royalty stream to Royalty Pharma. The transaction closed on March 27, 2017, and Tysabri ® will no longer be reported in the Company’s financial statements after the first quarter of 2017.
The Company acquired the Tysabri ® royalty stream in its acquisition of Elan Pharmaceuticals plc (“Elan”) in 2013. The royalty stream was recognized as revenue in the financial statements included in Elan’s filings with the U.S. Securities and Exchange Commission. At the time of the acquisition, the Company reviewed the accounting application of the Tysabri ® royalty stream and concluded that the right to receive quarterly royalty payments from Biogen, Inc. should be an intangible asset and such payments recognized as revenue in the Company’s financial statements. This accounting treatment was reviewed with EY and agreed to under EY’s audit opinions included in the Company’s Form 10-K filings for the fiscal years ended June 28, 2014 and June 27, 2015 and the transition period from June 28, 2015 to December 31, 2015, with unqualified audit opinions in all periods.

During the 2016 year-end audit process, and in anticipation of the Company’s potential sale of its royalty rights, the Company and EY discussed the Tysabri ® royalty stream and the potential effects of the accounting and disclosures associated with the pending 2018 adoption of ASC 606 “Revenues from Contracts with Customers.” As previously disclosed in the Company’s Form 12b-25 filing on February 27, 2017, in conjunction with these reviews, EY notified the Company on February 22, 2017 that it was reevaluating the historical revenue recognition practices associated with the Tysabri ® royalty stream; specifically, EY was reassessing the classification of the intangible asset related to the royalty stream and its potential reclassification as a financial asset. After an extensive evaluation of the facts and circumstances and the judgments required to determine the appropriate classification, it was determined that under U.S. GAAP the Tysabri ® royalty stream should be recorded as a financial asset, rather than an intangible asset, on the date of acquisition, and the Company adopted this change.

The Company has elected to account for the Tysabri ® financial asset using the fair value option model, which requires the Company to adjust its financial statements for the Relevant Periods to (1) remove the Tysabri ® royalty stream from net sales in its income statement, (2) remove the amortization expense (reflected in cost of goods sold) associated with recording the Tysabri ® royalty stream as an intangible asset, and (3) include the quarterly changes in fair value of the Tysabri ® royalty stream as a component of other income/expense. The change in accounting may affect the amount and timing of noncash income or expense associated with the Tysabri ® asset, and the Company’s Statements of Cash Flows for the Relevant Periods will reflect the cash received from the Tysabri ® royalty stream as cash from investing activities, rather than as cash from operating activities.






The Company currently anticipates filing a Form 10-K for the fiscal year ended December 31, 2016 that will contain audited restated financial statements for the fiscal years ended June 28, 2014 and June 27, 2015 and the transition period from June 28, 2015 to December 31, 2015, as well as restated information for the quarterly periods included within the fiscal year ended June 27, 2015, the transition period from June 28, 2015 to December 31, 2015, and the fiscal year ended December 31, 2016. The Company also anticipates filing amended Form 10-Qs for the quarterly periods ended April 2, 2016, July 2, 2016 and October 1, 2016. In connection with the restatement of its consolidated financial statements to reflect the accounting for Tysabri ® as a financial asset and the Omega deferred tax assets, the Company also will record other previously identified adjustments in the restated financial statements.

The Company is in the process of assessing its internal control over financial reporting during the Relevant Periods, and it is possible the Company may identify one or more material weaknesses.

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of              Certain Officers; Compensatory Arrangements of Certain Officers.

Effective April 19, 2017, the Company’s Board of Directors appointed Ronald L. Winowiecki as the Company’s principal accounting officer. Mr. Winowiecki was appointed acting Chief Financial Officer of the Company, as reported in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 27, 2017 (the “Prior Form 8-K”). The information concerning Mr. Winowiecki included in the Prior Form 8-K is incorporated herein by reference.

Item 8.01
Other Events.

On April 7, 2017, the Company issued a notice of redemption to redeem all of the $600.0 million in aggregate principal amount of the outstanding 2.300% senior notes due 2018 (the “2.300% 2018 Notes”). The Company expects to redeem all of the 2.300% 2018 Notes on May 8, 2017 using proceeds from the sale of Tysabri ® .

Item 9.01      Financial Statements and Exhibits.

(d) Exhibits

10.1      Amendment No. 5 and Waiver to Revolving Credit Agreement, dated as of April 19, 2017, among the Company, Perrigo Finance Unlimited Company, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent.

10.2      Amendment No. 5 and Waiver to Term Loan Credit Agreement, dated as of April 19, 2017, among the Company, Perrigo Finance Unlimited Company, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent.

99.1      Press Release issued by Perrigo Company plc on April 25, 2017, furnished solely pursuant to Item 2.02 of Form 8-K.

The information in Item 2.02 and Exhibit 99.1 of Item 9.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 and Exhibit 99.1 of Item 9.01 of this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Certain statements in this filing 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 time, effort and expense to complete the restatements, future impairment charges, the ability to achieve its guidance, the completion of announced acquisitions or dispositions, the ability to execute and achieve the desired benefits of announced initiatives, and the timing, amount and cost of any share repurchases. In addition, the Company may identify and be unable to remediate one or more material weaknesses in its internal control over financial reporting, may encounter unanticipated material issues or additional adjustments that could delay the completion of the restatements or the filing of required periodic reports with the SEC, or may be unable to regain compliance with the NYSE continued listing rules. Furthermore, the Company and/or its subsidiaries may incur additional tax liabilities in respect of 2016 and prior years as a result of any restatement or may be found to have breached certain provisions of Irish company legislation in respect of prior financial statements and if so may incur additional expenses and penalties. 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 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 filing 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.










SIGNATURE

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
(Registrant)

Dated: April 25, 2017
PERRIGO COMPANY PLC
 
 
 
 
 
 
By:
/s/ Todd W. Kingma
 
 
Name: Todd W. Kingma
 
 
Executive Vice President, General Counsel
 
 
and Secretary







































Exhibit Index

10.1      Amendment No. 5 and Waiver to Revolving Credit Agreement, dated as of April 19, 2017, among the Company, Perrigo Finance Unlimited Company, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent.

10.2      Amendment No. 5 and Waiver to Term Loan Credit Agreement, dated as of April 19, 2017, among the Company, Perrigo Finance Unlimited Company, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent.

99.1      Press Release issued by Perrigo Company plc on April 25, 2017, furnished solely pursuant to Item 2.02 of Form 8-K.









EXHIBIT 10.1
This AMENDMENT NO. 5 AND WAIVER (this “ Amendment No. 5 ”), dated as of April 19, 2017 and entered into by and among Perrigo Finance Unlimited Company (formerly Perrigo Finance PLC), a public unlimited company organized under the laws of Ireland (the “ Revolving Borrower ”), Perrigo Company PLC, a public limited company organized under the laws of Ireland (the “ Company ”), certain Lenders listed on the signature pages hereto (the “ Consenting Lenders ”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”), amends and is made pursuant to that certain Revolving Credit Agreement, dated as of December 5, 2014 (as amended by Amendment No. 1, dated as of February 26, 2016, Amendment No. 2, dated as of September 9, 2016, Amendment No. 3, dated as of December 8, 2016, and Amendment No. 4, dated as of March 14, 2017, and as further amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the “ Credit Agreement ”), by and among the Revolving Borrower, the Company, the lenders party thereto, the Administrative Agent and the other agents party thereto.
W I T N E S S E T H :
WHEREAS, the Revolving Borrower has requested that the terms of the Credit Agreement be amended and waived as set forth herein;
WHEREAS, by signing this Amendment No. 5 the Required Lenders have consented to this Amendment No. 5 and to the amendments to, and modifications and waivers of the terms of, the Credit Agreement described in Sections 2 and 3 below.
NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto agree as follows:
1. Defined Terms; References. Except as otherwise defined in this Amendment No. 5, terms defined in the Credit Agreement are used herein (including the recitals hereto) as defined therein. On and after the Amendment Effective Date (as defined below), each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended and modified by this Amendment No. 5.
2. Amendments . The Administrative Agent and each Consenting Lender (in the aggregate representing Required Lenders) hereby consents to amend:
(a)
Section 1.01 of the Credit Agreement by adding the following defined term in proper alphabetical order:

“Fifth Amendment” means that certain Amendment No. 5 and Waiver, dated as of April 19, 2017, by and among the Revolving Borrower, the Company, the Lenders party thereto and the Administrative Agent.





(b)
Section 1.01 of the Credit Agreement by amending and replacing the definition of “Consolidated EBIT” contained therein as follows:

“Consolidated EBIT” means, with reference to any period, the net income (or loss) of the Company and its Subsidiaries for such period,

plus , to the extent deducted from revenues in determining such net income, without duplication, (i) Consolidated Interest Expense, (ii) expense for income taxes paid or accrued, (iii) extraordinary non-cash losses incurred other than in the ordinary course of business, (iv) losses incurred other than in the ordinary course of business that are non-cash, non-operating and non-recurring (including any non-cash fair value adjustments of Tysabri), (v) cash transaction costs and other costs and expenses arising from the Transactions and recorded within 12 months of the Effective Date (and if the Acquisition is consummated, 12 months of the Acquisition Closing Date), including any advisory fees (including investment banking fees), legal accounting costs and expenses, consulting costs and debt breakage costs (including any make whole or prepayment premiums, write offs or swap termination costs), (vi) cash restructuring costs recorded within 18 months of the Acquisition, provided such amount under this clause (vi) shall not exceed $55,000,000  in the aggregate for such period, and (vii) non-cash losses arising from accounting relating to losses realized or adjustments to the value of equity held in entities that are not Subsidiaries;

plus , cash royalty payments received in connection with Tysabri to the extent not included in net income; and

minus , to the extent included in such net income, (i) extraordinary non-cash gains realized other than in the ordinary course of business, (ii) gains realized other than in the ordinary course of business that are non-cash, non-operating and non-recurring, and (iii) non-cash gains arising from accounting relating to income realized or adjustments to the value of equity held in entities that are not Subsidiaries,

all as determined in accordance with GAAP and calculated for the Company and its Subsidiaries on a consolidated basis.

(c)    Section 1.04 of the Credit Agreement by adding the following at the end thereof:
“It is understood and agreed that the definition of Consolidated EBIT set forth in Section 1.01, as modified pursuant to the Fifth Amendment, shall apply in respect of each fiscal period ended after the Effective Date.”
3. Waivers. The Administrative Agent and each Consenting Lender (in the aggregate representing Required Lenders) hereby waives:
(a)
(i) the failure to observe or perform Section 5.01(a) of the Credit Agreement solely as a result of any restatement of the Company’s audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows for the Fiscal Years ending on or about June 30, 2015 and December 31, 2015 based on the reclassification of Tysabri® and related compounds as financial assets, any related

2



adjustments, and other matters (except to the extent that such matters constitute a Material Adverse Effect) and (ii) any Default or Event of Default (the “ Audited Financial Statement Defaults ”) that has occurred solely as a result of such failure to observe or perform Section 5.01(a); and

(b)
(i) the failure to observe or perform Section 5.01(b) of the Credit Agreement (x) with respect to the certification that the Company’s consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows for Fiscal Quarters ending on or about December 31, 2014, March 31, 2015, September 30, 2015, March 31, 2016, June 30, 2016 and September 30, 2016 (the “ Relevant Financial Statements ”) present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and (y) solely as a result of any restatement of the Relevant Financial Statements based on the reclassification of Tysabri® and related compounds as financial assets, any related adjustments, and other matters (except to the extent that such matters constitute a Material Adverse Effect) and (ii) any Default or Event of Default (together with the Audited Financial Statement Defaults, the “ Specified Defaults ”) that has occurred solely as a result of such failure to observe or perform Section 5.01(b).

4. Representations and Warranties; Loan Document. Each of the Revolving Borrower and the Company hereby represents and warrants that as of the date hereof (a) the representations and warranties of the Loan Parties set forth in the Loan Documents are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect is true and correct in all respects) on and as of such date, with the same effect as if made on and as of such date (other than those representations and warranties that by their terms expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) and (b) other than the Specified Defaults, no Default or Event of Default has occurred and is continuing. This Amendment No. 5 is a “Loan Document,” as defined in the Credit Agreement.
5. Conditions.     The amendments and waivers contained in Sections 2 and 3 of this Amendment No. 5 shall become effective on the date (the “ Amendment Effective Date ”) on which each of the following conditions shall have been satisfied:
(a) The Administrative Agent shall have received counterparts of this Amendment No. 5 duly executed and delivered by the Revolving Borrower, the Company, Consenting Lenders constituting the Required Lenders and the Administrative Agent.
(b) The representations and warranties of each Loan Party set forth in Section 4 above are true and correct on and as of the Amendment Effective Date.
(c) The Revolving Borrower shall have paid all fees and expenses for which invoices have been presented on or prior to the Amendment Effective Date, including reasonable legal fees and disbursements of counsel to the Administrative Agent.

3



6.      [Intentionally Omitted]
7.     Continuing Effect; No Other Amendments or Modifications; Reaffirmation. Except as expressly provided herein, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect. The amendments and waivers provided for herein are limited to the specific subsection(s) of the Credit Agreement specified herein and shall not constitute an amendment or other modification of, or an indication of the Administrative Agent’s or the Lenders’ willingness to amend or modify any other provisions of the Credit Agreement. Each of the Revolving Borrower and the Company hereby acknowledges and agrees that, after giving effect to this Amendment No. 5, except as expressly set forth in this Amendment No. 5, all of its respective obligations and liabilities under the Loan Documents (including, without limitation, the Guaranty executed by the Company) to which it is a party are reaffirmed, and remain in full force and effect. Except as expressly provided herein, the execution, delivery and performance of this Amendment No. 5shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Loan Documents.
8. Expenses. The Revolving Borrower agrees to pay and reimburse the Administrative Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the preparation and delivery of this Amendment No. 5, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.
9. Headings. Section headings herein and in the Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Amendment No. 5 or any other Loan Document.
10. Counterparts. This Amendment No. 5 may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment No. 5 by email or facsimile transmission or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.
11. GOVERNING LAW. THIS AMENDMENT NO. 5 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. SECTIONS 9.09 AND 9.10 OF THE CREDIT AGREEMENT ARE INCORPORATED BY REFERENCE HEREIN MUTATIS MUTANDIS .
[remainder of page intentionally left blank]

4




IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to be duly executed and delivered by their respective authorized officers as of the day and year first above written.


PERRIGO FINANCE UNLIMITED COMPANY,
as the Revolving Borrower
 
 
By:
/s/ Lou Cherico
 
Name: Lou Cherico
 
Title: Vice President & Treasurer
 
 


PERRIGO COMPANY PLC,
as the Company

 
 
By:
/s/ Lou Cherico
 
Name: Lou Cherico
 
Title: Vice President & Treasurer
 
 





JPMORGAN CHASE BANK, N.A.,
as Administrative Agent


 
 
By:
/s/ Krys Szremski
 
Name: Krys Szremski
 
Title: Executive Director
 
 


6



JPMORGAN CHASE BANK, N.A.,
as Lender


 
 
By:
/s/ Krys Szremski
 
Name: Krys Szremski
 
Title: Executive Director
 
 



7



BARCLAYS BANK PLC,
as Lender
 
 
By:
/s/ Ritam Bhalla
 
Name: Ritam Bhalla
 
Title: Director
 
 




8



BANK OF AMERICA,
as Lender
 
 
By:
/s/ Joseph L. Corah
 
Name: Joseph L. Corah
 
Title: Director
 
 


9



CITIBANK, N.A.,
as Lender
 
 
By:
/s/ Laura Fogarty
 
Name: Laura Fogarty
 
Title: Vice President
 
 




10



CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH,
as Lender
 
 
By:
/s/ Christopher Day

 
Name: Christopher Day
 
Title: Authorized Signatory
 
 
By:
/s/ Tino Schaufelberger
 
Name: Tino Schaufelberger
 
Title: Authorized Signatory
 
 


11



HSBC BANK USA, N.A.,
as Lender
 
 
By:
/s/ Andrew Bicker
 
Name: Andrew Bicker
 
Title: Director
 
 


12



MORGAN STANLEY BANK, N.A.,
as Lender
 
 
By:
/s/ Alice Lee
 
Name: Alice Lee
 
Title: Authorized Signatory
 
 


13



WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as Lender
 
 
By:
 /s/ Kirk Tesch
 
Name: Kirk Tesch
 
Title: Managing Director
 
 



14



CITIZENS BANK, N.A.,
as Lender
 
 
By:
/s/ Darran Wee
 
Name: Darran Wee
 
Title: Senior Vice President
 
 


15



MIZUHO BANK, LTD.,
as Lender
 
 
By:
/s/ Bertram H. Tang
 
Name: Bertram H. Tang
 
Title: Authorized Signatory
 
 


16



FIFTH THIRD BANK,
as Lender
 
 
By:
/s/ Nathaniel E. Sher
 
Name: Nathaniel E. Sher
 
Title: Vice President
 
 


17



BNP PARIBAS,
as Lender
 
 
By:
/s/ Michael Pearce
 
Name: Michael Pearce
 
Title: Managing Director
 
 

BNP PARIBAS,
as Lender
 
 
By:
 /s/ Michael Hoffman
 
Name: Michael Hoffman
 
Title: Director
 
 


18



PNC BANK, NATIONAL ASSOCIATION,
as Lender
 
 
By:
  /s/ Sommer M. Bainbridge
 
Name: Sommer M. Bainbridge
 
Title: Senior Vice President
 
 


19



ING BANK N.V., DUBLIN BRANCH,
as Lender
 
 
By:
/s/ Cormac Langford
 
Name: Cormac Langford
 
Title: Director
 
 
By:
/s/ Sean Hassett
 
Name: Sean Hassett
 
Title: Director

20



SUMITOMO MITSUI BANKING
CORPORATION,
as Lender
 
 
By:
 /s/ Katsuyuki Kubo
 
Name: Katsuyuki Kubo
 
Title: Managing Director
 
 


21



THE NORTHERN TRUST COMPANY,
as Lender
 
 
By:
 /s/ Wicks Barkhausen
 
Name: Wicks Barkhausen
 
Title: Vice President
 
 


22



US BANK NATIONAL ASSOCIATION,
as Lender
 
 
By:
 /s/ Joseph M. Schnorr
 
Name: Joseph M. Schnorr
 
Title: Senior Vice President
 
 






23



EXHIBIT 10.2
This AMENDMENT NO. 5 AND WAIVER (this “ Amendment No. 5 ”), dated as of April 19, 2017 and entered into by and among Perrigo Finance Unlimited Company (formerly Perrigo Finance PLC), a public unlimited company organized under the laws of Ireland, Perrigo Company PLC, a public limited company organized under the laws of Ireland (together with Perrigo Finance Unlimited Company, the “ Term Facility Borrowers ”), certain Lenders listed on the signature pages hereto (the “ Consenting Lenders ”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”), amends and is made pursuant to that certain Term Loan Credit Agreement, dated as of December 5, 2014 (as amended by Amendment No. 1, dated as of February 26, 2016, Amendment No. 2, dated as of September 9, 2016, Amendment No. 3, dated as of December 8, 2016, and Amendment No. 4, dated as of March 14, 2017, and as further amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the “ Credit Agreement ”), by and among the Term Facility Borrowers, the lenders party thereto, the Administrative Agent and the other agents party thereto.
W I T N E S S E T H :
WHEREAS, each Term Facility Borrower has requested that the terms of the Credit Agreement be amended and waived as set forth herein;
WHEREAS, by signing this Amendment No. 5 the Required Lenders have consented to this Amendment No. 5 and to the amendments to, and modifications and waivers of the terms of, the Credit Agreement described in Sections 2 and 3 below.
NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto agree as follows:
1. Defined Terms; References. Except as otherwise defined in this Amendment No. 5, terms defined in the Credit Agreement are used herein (including the recitals hereto) as defined therein. On and after the Amendment Effective Date (as defined below), each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended and modified by this Amendment No. 5.
2. Amendments . The Administrative Agent and each Consenting Lender (in the aggregate representing Required Lenders) hereby consents to amend:
(a)
Section 1.01 of the Credit Agreement by adding the following defined term in proper alphabetical order:

“Fifth Amendment” means that certain Amendment No. 5 and Waiver, dated as of April 19, 2017, by and among the Term Facility Borrowers, the Lenders party thereto and the Administrative Agent.

(b)
Section 1.01 of the Credit Agreement by amending and replacing the definition of “Consolidated EBIT” contained therein as follows:

“Consolidated EBIT” means, with reference to any period, the net income (or loss) of the Company and its Subsidiaries for such period,

p lus , to the extent deducted from revenues in determining such net income, without duplication, (i) Consolidated Interest Expense, (ii) expense for income taxes paid or accrued, (iii) extraordinary non-cash losses incurred other than in the ordinary course of business, (iv) losses incurred other than in the ordinary




course of business that are non-cash, non-operating and non-recurring (including any non-cash fair value adjustments of Tysabri), (v) cash transaction costs and other costs and expenses arising from the Transactions and recorded within 12 months of the Effective Date (and if the Acquisition is consummated, 12 months of the Acquisition Closing Date), including any advisory fees (including investment banking fees), legal accounting costs and expenses, consulting costs and debt breakage costs (including any make whole or prepayment premiums, write offs or swap termination costs), (vi) cash restructuring costs recorded within 18 months of the Acquisition, provided such amount under this clause (vi) shall not exceed $55,000,000  in the aggregate for such period, and (vii) non-cash losses arising from accounting relating to losses realized or adjustments to the value of equity held in entities that are not Subsidiaries;

plus , cash royalty payments received in connection with Tysabri to the extent not included in net income; and

minus , to the extent included in such net income, (i) extraordinary non-cash gains realized other than in the ordinary course of business, (ii) gains realized other than in the ordinary course of business that are non-cash, non-operating and non-recurring, and (iii) non-cash gains arising from accounting relating to income realized or adjustments to the value of equity held in entities that are not Subsidiaries,

all as determined in accordance with GAAP and calculated for the Company and its Subsidiaries on a consolidated basis.

(c)    Section 1.04 of the Credit Agreement by adding the following at the end thereof:
“It is understood and agreed that the definition of Consolidated EBIT set forth in Section 1.01, as modified pursuant to the Fifth Amendment, shall apply in respect of each fiscal period ended after the Effective Date.”
3. Waivers. The Administrative Agent and each Consenting Lender (in the aggregate representing Required Lenders) hereby waives:
(a)
(i) the failure to observe or perform Section 5.01(a) of the Credit Agreement solely as a result of any restatement of the Company’s audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows for the Fiscal Years ending on or about June 30, 2015 and December 31, 2015 based on the reclassification of Tysabri® and related compounds as financial assets, any related adjustments, and other matters (except to the extent that such matters constitute a Material Adverse Effect) and (ii) any Default or Event of Default (the “ Audited Financial Statement Defaults ”) that has occurred solely as a result of such failure to observe or perform Section 5.01(a); and

(b)
(i) the failure to observe or perform Section 5.01(b) of the Credit Agreement (x) with respect to the certification that the Company’s consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows for Fiscal Quarters ending on or about December 31, 2014, March 31, 2015, September 30, 2015, March 31, 2016, June 30, 2016 and September 30, 2016 (the “ Relevant Financial Statements ”) present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and (y) solely as a result of any restatement of the Relevant Financial Statements based on the reclassification of Tysabri® and related compounds as financial assets, any related adjustments, and other matters (except to the extent that such matters constitute a Material Adverse Effect) and (ii) any Default or Event of Default (together with the Audited Financial Statement Defaults, the “ Specified Defaults ”) that has occurred solely as a result of such failure to observe or perform Section 5.01(b).





4. Representations and Warranties; Loan Document. Each Term Facility Borrower hereby represents and warrants that as of the date hereof (a) the representations and warranties of the Loan Parties set forth in the Loan Documents are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect is true and correct in all respects) on and as of such date, with the same effect as if made on and as of such date (other than those representations and warranties that by their terms expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) and (b) other than the Specified Defaults, no Default or Event of Default has occurred and is continuing. This Amendment No. 5 is a “Loan Document,” as defined in the Credit Agreement.
5. Conditions.     The amendments and waivers contained in Sections 2 and 3 of this Amendment No. 5 shall become effective on the date (the “ Amendment Effective Date ”) on which each of the following conditions shall have been satisfied:
(a) The Administrative Agent shall have received counterparts of this Amendment No. 5 duly executed and delivered by each Term Facility Borrower, Consenting Lenders constituting the Required Lenders and the Administrative Agent.
(b) The representations and warranties of each Loan Party set forth in Section 4 above are true and correct on and as of the Amendment Effective Date.
(c) Each Term Facility Borrower shall have paid all fees and expenses for which invoices have been presented on or prior to the Amendment Effective Date, including reasonable legal fees and disbursements of counsel to the Administrative Agent.
6.      [Intentionally Omitted]
7.     Continuing Effect; No Other Amendments or Modifications; Reaffirmation. Except as expressly provided herein, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect. The amendments and waivers provided for herein are limited to the specific subsection(s) of the Credit Agreement specified herein and shall not constitute an amendment or other modification of, or an indication of the Administrative Agent’s or the Lenders’ willingness to amend or modify any other provisions of the Credit Agreement. Each Term Facility Borrower hereby acknowledges and agrees that, after giving effect to this Amendment No. 5, except as expressly set forth in this Amendment No. 5, all of its respective obligations and liabilities under the Loan Documents (including, without limitation, the Guaranty executed by Perrigo Company PLC) to which it is a party are reaffirmed, and remain in full force and effect. Except as expressly provided herein, the execution, delivery and performance of this Amendment No. 5shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Loan Documents.
8. Expenses. Each of the Term Facility Borrowers agrees to pay and reimburse the Administrative Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the preparation and delivery of this Amendment No. 5, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.
9. Headings. Section headings herein and in the Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Amendment No. 5 or any other Loan Document.




10. Counterparts. This Amendment No. 5 may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment No. 5 by email or facsimile transmission or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.
11. GOVERNING LAW. THIS AMENDMENT NO. 5 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. SECTIONS 9.09 AND 9.10 OF THE CREDIT AGREEMENT ARE INCORPORATED BY REFERENCE HEREIN MUTATIS MUTANDIS .
[remainder of page intentionally left blank]





IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to be duly executed and delivered by their respective authorized officers as of the day and year first above written.


PERRIGO FINANCE UNLIMITED COMPANY,
as Term Facility Borrower
 
 
By:
/s/ Lou Cherico
 
Name: Lou Cherico
 
Title: Vice President & Treasurer
 
 

PERRIGO COMPANY PLC,
as Term Facility Borrower
 
 
By:
/s/ Lou Cherico
 
Name: Lou Cherico
 
Title: Vice President & Treasurer
 
 





JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
 
 
By:
/s/ Krys Szremski
 
Name: Krys Szremski
 
Title: Executive Director
 
 





JPMORGAN CHASE BANK, N.A.,
as Lender
 
 
By:
/s/ Krys Szremski
 
Name: Krys Szremski
 
Title: Executive Director
 
 





FIFTH THIRD BANK,
as Lender
 
 
By:
/s/ Nathaniel E. Sher
 
Name:Nathaniel E. Sher
 
Title: Vice President
 
 





BARCLAYS BANK PLC,
as Lender
 
 
By:
/s/ Ritam Bhalla
 
Name:Ritam Bhalla
 
Title: Director
 
 





BANK OF AMERICA,
as Lender
 
 
By:
 /s/ Joseph L. Corah
 
Name:Joseph L. Corah
 
Title: Director
 
 





CITIBANK, N.A.,
as Lender
 
 
By:
 /s/ Laura Fogarty
 
Name:Laura Fogarty
 
Title: Vice President
 
 





HSBC BANK USA, N.A.,
as Lender
 
 
By:
 /s/ Andrew Bicker
 
Name: Andrew Bicker
 
Title: Director
 
 





WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as Lender
 
 
By:
/s/ Kirk Tesch
 
Name: Kirk Tesch
 
Title: Managing Director
 
 





CITIZENS BANK, N.A.,
as Lender
 
 
By:
 /s/ Darran Wee
 
Name: Darran Wee
 
Title: Senior Vice President
 
 





MIZUHO BANK, LTD.,
as Lender
 
 
By:
/s/ Bertram H. Tang
 
Name: Bertram H. Tang
 
Title: Authorized Signatory
 
 





BNP PARIBAS,
as Lender
 
 
By:
 /s/ Michael Pearce
 
Name: Michael Pearce
 
Title: Managing Director
 
 

BNP PARIBAS,
as Lender
By:
/s/ Michael Hoffman
 
Name: Michael Hoffman
 
Title: Director
 
 





ING BELGIUM NV/SA,
as Lender
By:
/s/ Ann Larcher
 
Name: Ann Larcher
 
Title: Head of Policies, Decisions &
 
           Standard Lending

ING BELGIUM NV/SA,
as Lender
By:
/s/ Johan Vanhoyland
 
Name: Johan Vanhoyland
 
Title: Managing Director Sector Head
 
           General Industries &
 
           Pharmaceuticals





PNC BANK, NATIONAL ASSOCIATION,
as Lender
By:
/s/ Sommer M. Bainbridge
 
Name:Sommer M. Bainbridge
 
Title: Senior Vice President
 
 





SUMITOMO MITSUI BANKING
CORPORATION,
as Lender
By:
 /s/ Katsuyuki Kubo
 
Name: Katsuyuki Kubo
 
Title: Managing Director
 
 





CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH,
as Lender
By:
/s/ Christopher Day
 
Name: Christopher Day
 
Title: Authorized Signatory
 
 
By:
 /s/ Tino Schaufelberger
 
Name: Tino Schaufelberger
 
Title: Authorized Signatory





THE NORTHERN TRUST COMPANY,
as Lender
By:
 /s/ Wicks Barkhausen
 
Name: Wicks Barkhausen
 
Title: Vice President
 
 






US BANK NATIONAL ASSOCIATION,
as Lender
By:
/s/ Joseph M. Schnorr
 
Name: Joseph M. Schnorr
 
Title: Senior Vice President
 
 




EXHIBIT 99.1

A042117BIGRCONCLUSION_IMAGE1.JPG

FOR IMMEDIATE RELEASE


PERRIGO ANNOUNCES RESTATEMENT OF PREVIOUSLY ISSUED FORMS 10-K AND 10-Q FINANCIAL STATEMENTS; ANNOUNCES SELECT PRELIMINARY UNAUDITED FIRST QUARTER 2017 FINANCIAL RESULTS

•
Tysabri ® historical royalty stream determined to be a financial asset; Company to file 2016 Form 10-K, including restated fiscal 2014, fiscal 2015 and transition period 2015 audited financials and certain quarterly financial information as soon as practical

•
No expected impact on the previously closed sale of Tysabri ®  

•
Accounting changes are not expected to have a material impact on net cash flows

•
Preliminary unaudited first quarter 2017 consolidated net sales were approximately $1.2 billion comprised of CHCA nets sales of approximately $0.58 billion, CHCI net sales of approximately $0.37 billion and Rx net sales of approximately $0.22 billion

•
Provides select 2017 guidance metrics to exclude Tysabri ® ; expects consolidated net sales to be between $4.6 billion and $4.8 billion, and operating cash flows to be greater than $575 million, which includes $60 million of cash outflows related to the cost optimization

•
Consistent with investment grade philosophy, Company to use proceeds from sale of Tysabri ® to redeem $600 million in senior notes due in 2018

•
Company to conduct conference call today at 5:00pm EST

Dublin, Ireland – April 25, 2017 – Perrigo Company plc (NYSE; TASE: PRGO), a leading provider of Quality, Affordable Healthcare Products ® , today announced that the Company’s Board of Directors, after consultation with management and discussion with Ernst & Young LLP, the Company’s independent accounting firm (“EY”), and following the recommendation of the Company’s Audit Committee, concluded that the Company’s previously issued financial statements (and any related audit reports of EY) for the following periods (collectively, the “Relevant Periods”) should no longer be relied upon:

•
the fiscal years ended June 28, 2014 and June 27, 2015;
•
the transition period from June 28, 2015 to December 31, 2015; and
•
the quarterly periods ended December 28, 2013, March 29, 2014, September 27, 2014, December 27, 2014, March 28, 2015, September 26, 2015, April 2, 2016, July 2, 2016 and October 1, 2016.

This determination follows a correction in accounting under U.S. generally accepted accounting principles (“U.S. GAAP”) related to the Tysabri ® royalty stream. After an extensive evaluation of the facts and circumstances and the judgments required to determine the appropriate classification, it was determined that, under U.S. GAAP, the Tysabri ® royalty stream should be recorded as a financial asset, rather than an intangible asset, on the date of acquisition, and the Company adopted this change. In addition, in connection with the financial closing for the year ended December 31, 2016, the Company identified certain deferred tax assets that existed at the time of the acquisition of Omega Pharma Invest N.V. (“Omega”) on April 1,


2015, in the amount of approximately $220 million. The resulting balance sheet reclassification will require a reduction of goodwill, offset by a corresponding reduction to net deferred tax liabilities at the date of the Omega acquisition. Further, the Company has evaluated the accounting effect subsequent to the acquisition date related to the identified deferred tax assets, including the impairments of Omega goodwill recorded in fiscal 2016, and has also concluded that a correction of accounting is required in certain Relevant Periods.

The Company has determined that it is necessary to restate certain previously issued financial statements to address these issues. However, the Company does not expect these changes to have a material impact on net cash flows and does not expect an impact on the previously closed sale of Tysabri ® .

The Company has elected to account for the Tysabri ® financial asset using the fair value option model, which requires the Company to adjust its financial statements for the Relevant Periods to (1) remove the Tysabri ® royalty stream from net sales in its income statement, (2) remove the amortization expense (reflected in cost of goods sold) associated with recording the Tysabri ® royalty stream as an intangible asset, and (3) include the quarterly changes in fair value of the Tysabri ® royalty stream as a component of other income/expense. The change in accounting may affect the amount and timing of noncash income or expense associated with the Tysabri ® asset, and the Company’s Statements of Cash Flows for the Relevant Periods will reflect the cash received from the Tysabri ® royalty stream as cash from investing activities, rather than as cash from operating activities.

Select Preliminary Unaudited First Quarter 2017 Financial Results
Perrigo also announced today that preliminary unaudited first quarter 2017 consolidated net sales were approximately $1.2 billion comprised of Consumer Healthcare Americas (CHCA) nets sales of $0.58 billion, Consumer Healthcare International (CHCI) net sales of $0.37 billion and Rx net sales of $0.22 billion. These results do not include any contributions from Tysabri ® .

Select Guidance Metrics to Exclude Tysabri ®  
The Company is issuing select guidance metrics to exclude Tysabri ® and expects 2017 net sales to be in the range of $4.6 billion to $4.8 billion and cash flow from operations of greater than $575 million.

Credit Amendment and Redemption of Outstanding Debt
The Company has entered into amendments to its term loan agreement and its revolving credit agreement to remain in compliance with these agreements. Further information about the amendments can be found in the Company’s Current Report on Form 8-K filed today.

Separately, on April 7, 2017, the Company issued a notice of redemption to redeem all of the $600 million in aggregate principal amount of the outstanding 2.300% senior notes due in 2018. The Company expects to redeem all of these notes on May 8, 2017 using available cash on hand.

Perrigo CEO John T. Hendrickson stated, "While the finance team is focused on filing the restatements as soon as practical, I and the Perrigo leadership team remain focused on driving our business and creating value for shareholders. This focus is illustrated by a busy first quarter. We have closed the sale of Tysabri ® for $2.2 billion in cash plus up to $650 million in potential milestone payments, and consistent with our investment grade philosophy, we have initiated our debt pay down strategy. Our cost optimization program is well underway to achieve greater than $130 million in savings by mid-2018. I am pleased that our consolidated first quarter 2017 top line results were consistent with our plan and continue to anticipate 2017 will be a year of execution to reestablish our foundation, with a projected return to consolidated growth in 2018. I look forward to capitalizing on our unique business model and focusing on Perrigo’s core strengths in providing Quality, Affordable Healthcare Products ® to customers and patients around the globe."

Quiet Period
As the Company continues to address these matters, Perrigo is in a quiet period regarding all matters until the filing of its financial statements.



Conference Call
The Company will host a conference call at 5:00 p.m. ET (2:00 p.m. PT), April 25, 2017 to provide a business update. The conference call will be available live via webcast to interested parties 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 #10739525. A taped replay of the call will be available beginning at approximately 9:00 p.m. (ET) Tuesday, April 25, until midnight Thursday, May 25, 2017. To listen to the replay, dial 800-585-8367, International 404-537-3406, and use access code 10739525.

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 and Europe, as well as in other markets, including Australia, Israel and China. Visit Perrigo online at ( http://www.perrigo.com ).

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 time, effort and expense to complete the restatements, future impairment charges, the ability to achieve its guidance, the completion of announced acquisitions or dispositions, the ability to execute and achieve the desired benefits of announced initiatives, and the timing, amount and cost of any share repurchases. In addition, the Company may identify and be unable to remediate one or more material weaknesses in its internal control over financial reporting, may encounter unanticipated material issues or additional adjustments that could delay the completion of the restatements or the filing of required periodic reports with the SEC, or may be unable to regain compliance with the NYSE continued listing rules. Furthermore, the Company and/or its subsidiaries may incur additional tax liabilities in respect of 2016 and prior years as a result of any restatement or may be found to have breached certain provisions of Irish company legislation in respect of prior financial statements and if so may incur additional expenses and penalties. 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 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.

Contact
Bradley Joseph, Vice President, Global Investor Relations & Corporate Communications, (269) 686-3373; e-mail: bradley.joseph@perrigo.com