ALLEGAN (WWJ) — Perrigo Co. (NYSE: PRGO) announced that, in connection with its offer to purchase for cash its 2.950% Notes due 2023, it has received the requisite consents to amend the indenture governing the notes.
The terms and conditions of the Tender Offer and the Consent Solicitation are described in an Offer to Purchase and Consent Solicitation Statement dated Nov. 5 and the related Consent and Letter of Transmittal, which has been sent to the holders of the notes.
The Consent Solicitation expired at 5 p.m. Eastern time Nov. 19. As of the deadline, $571,647,000 aggregate principal amount of the notes, representing 95.27 percent of them, had been validly tendered and not withdrawn, meeting the terms of the consent solicitation.
Accordingly, Perrigo and notes trustee Wells Fargo Bank entered into a supplemental indenture, which would amend the indenture under which the Notes were issued. The supplemental indenture will become operative when the notes that have been validly tendered on or prior to the Consent Deadline are accepted for payment and paid for by the company, which is expected to be around Dec. 23.
The supplemental indenture, when it becomes operative, will amend the indenture governing the notes to, among other things, eliminate substantially all of the restrictive covenants (other than, among other covenants, the covenant to pay interest and premium, if any, on, and principal of, the notes when due) and certain event of default and defeasance provisions therein and reduce the minimum redemption notice period from 30 days to three business days.
Holders of notes validly tendered and not withdrawn at or prior to the consent deadline and accepted for purchase will be eligible to receive the total consideration of $978.65.
The Tender Offer and the Consent Solicitation are conditioned upon, among other things, completing certain financing transactions and the acquisition of Elan Corp., plc by Perrigo Co. Ltd. If any of the conditions are not satisfied, Perrigo is not obligated to accept for purchase, or to pay for, any notes validly tendered and not validly withdrawn pursuant to the Tender Offer or to make any consent payments.
Additionally, the Company has reserved the right to terminate the Tender Offer and the Consent Solicitation at any time and for any reason, including unfavorable market conditions.
Requests for documents may be directed to D.F. King & Co.,Inc. at (212) 269-5550 (banks and brokers) or (800) 290-6426 (all others) or firstname.lastname@example.org.
Allegan-based Perrigo, established as a packager of generic home remedies in 1887, develops, manufactures and distributes over-the-counter and generic prescription pharmaceuticals, infant formulas, nutritional products, animal health, dietary supplements and active pharmaceutical ingredients. The world’s largest manufacturer of OTC pharmaceutical products for the store brand market, Perrigo does business in the United States, Israel, Mexico, the United Kingdom, India, China and Australia.
More at http://www.perrigo.com.