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Perrigo Co's Holding Company To Acquire Elan Corporation Plc

Monday, 29 Jul 2013 02:17am EDT 

Perrigo Co and Elan Corporation Plc 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 USD8.6 billion based on the closing price of Perrigo shares on July 26, 2013 (USD6.7 billion excluding Elan's cash on hand), will create a healthcare company. Under the terms of the Transaction Agreement, at the closing of the acquisition, Elan shareholders will receive USD6.25 in cash and 0.07636 shares of New Perrigo for each Elan share. The transaction values each Elan share at USD16.50 based on the closing price of Perrigo shares on July 26, 2013, which represents a premium of approximately 10.5% compared to the closing price of Elan American Depositary Shares on July 26, 2013, the last trading day prior to the date of this announcement. The transaction values the entire share capital of Elan at approximately USD8.6 billion based on Perrigo's closing share price on July 26, 2013. Net of cash, the transaction is valued at USD6.7 billion. Perrigo shareholders will receive one share of New Perrigo for each share of Perrigo that they own upon closing and USD0.01 per share in cash. The transaction will be taxable, for U.S. federal income tax purposes, to both the Elan shareholders and the Perrigo shareholders. 

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1.84 +1.18%
23 Jul 2014