Perrigo Files Registration Statement on Form S-4 in Connection with Proposed Acquisition of Elan

  Perrigo Files Registration Statement on Form S-4 in Connection with Proposed
  Acquisition of Elan

Business Wire

ALLEGAN, Mich. & DUBLIN -- August 28, 2013

Perrigo Company (NYSE, TASE: PRGO) (“Perrigo”) and Elan Corporation, plc.
(NYSE:ELN) (“Elan”) today announced that Perrigo Company Limited ("New
Perrigo") has filed with the U.S. Securities and Exchange Commission (SEC) a
registration statement on Form S-4 in connection with Perrigo's proposed
acquisition of Elan, which included a joint proxy statement of Elan and
Perrigo (the "Form S-4").

As previously announced on July 29, 2013, Perrigo and Elan have entered into a
definitive agreement pursuant to which New Perrigo will acquire Elan in a
stock-and-cash transaction valued at approximately $8.6 billion (the
"Acquisition"). The Acquisition will be effected by means of a “scheme of
arrangement” under Irish law (the “Scheme” or the “Scheme Circular”).

The Form S-4 is available on the SEC's EDGAR system, and may be accessed at
http://perrigo.investorroom.com/index.php?o=25&s=127,
http://ir.elan.com/phoenix.zhtml?c=88326&p=irol-sec or www.sec.gov.

About Perrigo

From its beginnings as a packager of generic home remedies in 1887, Allegan,
Michigan-based Perrigo Company has grown to become a leading global provider
of quality, affordable healthcare products. Perrigo develops, manufactures and
distributes over-the-counter (OTC) and generic prescription (Rx)
pharmaceuticals, infant formulas, nutritional products, animal health, dietary
supplements and active pharmaceutical ingredients (API). The company is the
world’s largest manufacturer of OTC pharmaceutical products for the store
brand market. The company’s primary markets and locations of logistics
operations have evolved over the years to include the United States, Israel,
Mexico, the United Kingdom, India, China and Australia. Visit Perrigo on the
Internet at www.perrigo.com.

About Elan

Elan is a biotechnology company, headquartered in Dublin, Ireland, committed
to making a difference in the lives of patients and their families by
dedicating itself to bringing innovations in science to fill significant unmet
medical needs that continue to exist around the world. Elan’s ordinary shares
are traded on the ISE under ISIN IE0003072950; American Depositary Shares
representing ordinary shares of Elan are traded on the NYSE under the ticker
symbol ELN.

For additional information about Elan, please visit Elan’s web site at
www.elan.com.

About New Perrigo

New Perrigo is a private limited company incorporated in Ireland solely for
the purpose of effecting the transactions contemplated by the transaction
agreement dated 29 July 2013 and entered into between Perrigo and Elan for the
purpose of effecting the Acquisition (the “Transaction Agreement”). Prior to
the effective date of the Scheme (the “Effective Date”), New Perrigo will be
converted, pursuant to the Irish Companies Acts 1963–2012, to a public limited
company. To date, New Perrigo has not conducted any activities other than
those incidental to its formation and the execution of the Transaction
Agreement.

Conditioned only upon the prior consummation and implementation of the Scheme
and the Acquisition, an indirect subsidiary of New Perrigo (“Merger Sub”),
will merge with and into Perrigo, as a result of which the separate corporate
existence of Merger Sub will cease and Perrigo will continue as the surviving
corporation as a wholly owned indirect subsidiary of New Perrigo. At the
Effective Date, all Perrigo shares will be cancelled and each Perrigo share
will automatically be converted into the right to receive one New Perrigo
share and US$0.01 in cash.

No Offer or Solicitation

This announcement is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.

Important Additional Information Has Been and Will Be Filed with the SEC

New Perrigo has filed with the SEC a registration statement on Form S-4 that
includes the preliminary Joint Proxy Statement of Elan and Perrigo and that
also constitutes a Prospectus of New Perrigo. Elan and Perrigo plan to mail to
their respective stockholders or shareholders, as applicable, the definitive
Joint Proxy Statement/Prospectus (including the Scheme) in connection with the
Acquisition and related transactions. INVESTORS, STOCKHOLDERS AND SHAREHOLDERS
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING THE SCHEME)
AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT ELAN, PERRIGO, NEW PERRIGO, THE ACQUISITION AND RELATED
MATTERS. Investors and security holders may obtain free copies of the
preliminary Joint Proxy Statement/Prospectus (including the Scheme) and other
documents filed with the SEC by Elan, Perrigo and New Perrigo through the
website maintained by the SEC at www.sec.gov. In addition, copies of the Joint
Proxy Statement/Prospectus (including the Scheme) and other documents filed
with the SEC by Elan will be available free of charge on Elan’s internet
website at www.elan.com or by contacting Elan’s Investor Relations Department
at +1-800-252-3526 and copies of the Joint Proxy Statement/Prospectus
(including the Scheme) and other documents filed with the SEC by New Perrigo
and Perrigo will be available free of charge on Perrigo’s internet website at
www.perrigo.com or by contacting Perrigo’s Investor Relations Department at
+1-269-686-1709.

Perrigo and New Perrigo Cautionary Statement Regarding Forward-Looking
Statements

This announcement includes certain 'forward looking statements' within the
meaning of, and subject to the safe harbor created by, Section 21E of the
Securities Exchange Act of 1934, as amended, with respect to the business,
strategy and plans of each of Perrigo and New Perrigo, their respective
expectations relating to the transactions contemplated by the Transaction
Agreement and their respective future financial condition and performance,
including estimated synergies. Statements that are not historical facts,
including statements aboutPerrigo 's, New Perrigo’s or their respective
managements’ beliefs and expectations, are forward looking statements. Words
such as 'believes', 'anticipates', 'estimates', 'expects', 'intends', 'aims',
'potential', 'will', 'would', 'could', 'considered', 'likely', 'estimate' and
variations of these words and similar future or conditional expressions are
intended to identify forward looking statements but are not the exclusive
means of identifying such statements.

Examples of such forward looking statements include, but are not limited to,
statements about expected benefits and risks associated with the transactions
contemplated by the Transaction Agreement, projections or expectations of
profit attributable to shareholders, including estimated synergies,
anticipated provisions or write-downs, economic profit, dividends, capital
structure or any other financial items or ratios; statements of plans,
objectives or goals ofPerrigo, New Perrigo, Elanor the combined business
following the transactions contemplated by the Transaction Agreement;
statements about the future trends in tax or interest rates, liquidity,
foreign exchange rates, stock market levels and demographic trends and any
impact that those matters may have onPerrigo,New Perrigo, Elanor the
combined company following the transactions contemplated by the Transaction
Agreement; statements concerning any future Irish, UK, US or other economic or
regulatory environment or performance; statements about strategic goals,
competition, regulation, regulatory approvals, dispositions and consolidation
or technological developments in the healthcare and life sciences industry;
and statements of assumptions underlying such statements.

While Perrigo and New Perrigo believe 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 Perrigo’s and New Perrigo’s control. By their nature,
forward looking statements involve risk and uncertainty because they relate to
events and depend upon future circumstances that may or may not occur. Actual
results may differ materially from Perrigo’s and New Perrigo’s current
expectations depending upon a number of factors affecting Perrigo’s business,
New Perrigo’s business, Elan’s business and risks associated with acquisition
transactions. These factors include, among others, the inherent uncertainty
associated with financial projections; restructuring in connection with, and
successful close of, the transactions contemplated by the Transaction
Agreement; subsequent integration of the transactions contemplated by the
Transaction Agreement and the ability to recognize the anticipated synergies
and benefits of the transactions contemplated by the Transaction Agreement;
the receipt of required regulatory approvals for the transactions contemplated
by the Transaction Agreement (including the approval of antitrust authorities
necessary to complete the transactions contemplated by the Transaction
Agreement); access to available financing (including financing for the
transactions contemplated by the Transaction Agreement) on a timely basis and
on reasonable terms; the risks and uncertainties normally incident to the
pharmaceutical industry, including product liability claims and the
availability of product liability insurance; market acceptance of and
continued demand for Perrigo’s, New Perrigo’s and Elan’s products; changes in
tax laws or interpretations that could increase Perrigo’s or the combined
company’s consolidated tax liabilities; and such other risks and uncertainties
detailed in Perrigo’s periodic public filings with the SEC, including but not
limited to those discussed under “Risk Factors” in Perrigo’s Form 10-K for the
fiscal year ended 30 June 2012, in Perrigo’s subsequent filings with the SEC
and in other investor communications of Perrigo or New Perrigo from time to
time.

The forward-looking statements in this announcement are made only as of the
date hereof, and unless otherwise required by applicable securities laws, each
of Perrigo and New Perrigo disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

Elan Cautionary Statement Regarding Forward-Looking Statements

This announcement includes certain 'forward looking statements' with respect
to the business, strategy and plans ofElanand its expectations relating to
the transactions contemplated by the Transaction Agreement and its future
financial condition and performance. Statements that are not historical facts,
including statements aboutElan's or its management's beliefs and
expectations, are forward looking statements. Words such as 'believes',
'anticipates', 'estimates', 'expects', 'intends', 'aims', 'potential', 'will',
'would', 'could', 'considered', 'likely', 'estimate' and variations of these
words and similar future or conditional expressions are intended to identify
forward looking statements but are not the exclusive means of identifying such
statements. By their nature, forward looking statements involve risk and
uncertainty because they relate to events and depend upon future circumstances
that may or may not occur.

Examples of such forward looking statements include, but are not limited to,
statements about expected benefits and risks associated with the transactions
contemplated by the Transaction Agreement, projections or expectations of
profit attributable to shareholders, anticipated provisions or write-downs,
economic profit, dividends, capital structure or any other financial items or
ratios; statements of plans, objectives or goals ofPerrigo, New
Perrigo,Elanor the combined business following the transactions contemplated
by the Transaction Agreement; statements about the future trends in tax or
interest rates, liquidity, foreign exchange rates, stock market levels and
demographic trends and any impact that those matters may have onPerrigo,New
Perrigo, Elanor the combined company following the transactions contemplated
by the Transaction Agreement; statements concerning any future Irish, UK, US
or other economic or regulatory environment or performance; statements about
strategic goals, competition, regulation, regulatory approvals, dispositions
and consolidation or technological developments in the healthcare and life
sciences industry; and statements of assumptions underlying such statements.
Factors that could cause actual results to differ materially from the plans,
objectives, expectations, estimates and intentions expressed in such forward
looking statements made byElanor on its behalf include, but are not limited
to, general economic conditions in Ireland, the United States or elsewhere;
regulatory scrutiny, legal proceedings or complaints; changes in competition
and pricing environments; the inability to hedge certain risks economically;
the adequacy of loss reserves; the ability to secure new customers and develop
more business from existing customers; the transactions contemplated by the
Transaction Agreement not being completed or not being completed as currently
envisaged; additional unanticipated costs associated with the transactions
contemplated by the Transaction Agreement or the operating of the combined
company; or an inability to implement the strategy of the combined company or
achieve the benefits of the transactions contemplated by the Transaction
Agreement set out herein. Additional factors that could cause actual results
to differ materially from forward looking statements are set out in the most
recent annual reports and accounts of Elan, includingElan 's most recent
annual report on Form 20-F for the fiscal year ended 31 December 2012 and its
Reports of Foreign Issuer on Form 6-K filed with the SEC.

Forward-looking statements only speak as of the date on which they are made,
and the events discussed in this announcement may not occur. Subject to
compliance with applicable law and regulation, Elandisclaims any obligation
to update publicly or revise forward-looking statements, whether as a result
of new information, future events or otherwise.

Elan’s principal source of revenue may remain a royalty on sales of Tysabri^®,
the potential of Tysabri^®, which may be severely constrained by increases in
the incidence of serious adverse events (including death) associated with
Tysabri^® (in particular, by increases in the incidence rate for cases of
PML), or by competition from existing or new therapies (in particular, oral
therapies), and the potential for the successful development and
commercialisation of products, whether internally or by acquisition,
especially given the separation of the Prothena business which left Elan with
no material pre-clinical research programs or capabilities; Elan’s ability to
maintain sufficient cash, liquid resources, and investments and other assets
capable of being monetised to meet its liquidity requirements; the success of
Elan's development activities, and R&D activities in which Elan retains an
interest, including, in particular, the impact of the announced
discontinuation of the development of bapineuzumab intravenous in mild to
moderate Alzheimer’s disease; failure to comply with anti-kickback, bribery
and false claims laws in the United States, Europe and elsewhere; difficulties
or delays in manufacturing and supply of Tysabri^®; trade buying patterns; the
impact of potential biosimilar competition, the trend towards managed care and
health care cost containment, including Medicare and Medicaid; legislation and
other developments affecting pharmaceutical pricing and reimbursement
(including, in particular, the dispute in Italy with respect to Tysabri^®
sales), both domestically and internationally; failure to comply with Elan’s
payment obligations under Medicaid and other governmental programs; exposure
to product liability (including, in particular, with respect to Tysabri^®) and
other types of lawsuits and legal defence costs and the risks of adverse
decisions or settlements related to product liability, patent protection,
securities class actions, governmental investigations and other legal
proceedings; Elan’s ability to protect its patents and other intellectual
property; claims and concerns that may arise regarding the safety or efficacy
of Elan’s product candidates; interest rate and foreign currency exchange rate
fluctuations and the risk of a partial or total collapse of the euro;
governmental laws and regulations affecting domestic and foreign operations,
including tax obligations; whether Elan is deemed to be an investment company
or a passive foreign investment company; general changes in United States and
international generally accepted accounting principles; growth in costs and
expenses; and the impact of acquisitions, divestitures, restructurings,
product withdrawals and other unusual items. A further list and description of
these risks, uncertainties and other matters can be found in Elan’s Annual
Report on Form 20-F for the fiscal year ended 31 December 2012, and in its
Reports of Foreign Issuer on Form 6-K filed with the SEC. Elan assumes no
obligation to update any forward-looking statements, whether as a result of
new information, future events or otherwise.

No Profit Forecast/Asset Valuation

No statement in this announcement is intended to constitute a profit forecast
or asset valuation 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 eitherPerrigo,
New PerrigoorElan,as appropriate.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish Takeover Panel Act, 1997,
Takeover Rules 2007, as amended (the “Takeover Rules”), if any person is, or
becomes, “interested” (directly or indirectly) in 1% or more of any class of
“relevant securities” of Elan or Perrigo, all “dealings” in any “relevant
securities” of Elan or Perrigo (including by means of an option in respect of,
or a derivative referenced to, any such “relevant securities”) must be
publicly disclosed by not later than 3:30 pm (Irish time) on the “business
day” following the date of the relevant transaction. This requirement will
continue until the date on which the Scheme becomes effective or on which the
“offer period” otherwise ends. If two or more persons co-operate on the basis
of any agreement, either express or tacit, either oral or written, to acquire
an “interest” in “relevant securities” of Elan or Perrigo, they will be deemed
to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Takeover Rules, all “dealings” in
“relevant securities” of Elan by Perrigo or “relevant securities” of Perrigo
by Elan, or by any of their respective “associates” must also be disclosed by
no later than 12 noon (Irish time) on the “business day” following the date of
the relevant transaction.

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 www.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 Takeover Rules, which can be found
on the Irish Takeover Panel’s website.

If you are in any doubt as to whether or not you are required to disclose a
“dealing” under Rule 8 of the Takeover Rules, please consult the Irish
Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish
Takeover Panel on telephone number +353-(0)1-678-9020; fax number
+353(0)1-678-9289.

Financial Advisers

Barclays, which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting exclusively for Perrigo and no one
else in connection with the matters described herein and will not be
responsible to anyone other than Perrigo for providing the protections
afforded to its clients or for providing advice in relation to the matters
described in this announcement or any transaction or any other matters
referred to herein.

Citigroup Global Markets Inc, which is a member of SIPC and is a registered
broker-dealer regulated by the Securities and Exchange Commission and
Citigroup Global Markets Limited, which is authorised by the Prudential
Regulation Authority and regulated by the Prudential Regulation Authority and
the Financial Conduct Authority, are acting for Elan and no one else in
relation to the matters referred to herein. In connection with such matters,
Citigroup Global Markets Inc and Citigroup Global Markets Limited, its
affiliates and their respective directors, officers, employees and agents will
not regard any other person as their client, nor will they be responsible to
anyone other than Elan for providing the protections afforded to their clients
or for providing advice in connection with the matters described in this
Document or any matter referred to herein.

Davy and Davy Corporate Finance each of which are regulated in Ireland by the
Central Bank of Ireland, are acting for Elan and no one else in relation to
the matters referred to herein. In connection with such matters, Davy and Davy
Corporate Finance, its affiliates and their respective directors, officers,
employees and agents will not regard any other person as their client, nor
will they be responsible to anyone other than Elan for providing the
protections afforded to their clients or for providing advice in connection
with the matters described in this Document or any matter referred to herein.

Morgan Stanley & Co. International plc, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting as financial
adviser to Elan and for no one else in relation to the matters referred to
herein. In connection with such matters, Morgan Stanley, its affiliates and
their respective directors, officers, employees and agents will not regard any
other person as their client, nor will they be responsible to anyone other
than Elan for providing the protections afforded to their clients or for
providing advice in connection with the matters described in this Document or
any matter referred to herein.

Ondra LLP, which is regulated by the Financial Conduct Authority in the United
Kingdom, is acting for Elan and no one else in relation to the matters
referred to herein. In connection with such matters, Ondra LLP, its affiliates
and their respective directors, officers, employees and agents will not regard
any other person as their client, nor will they be responsible to anyone other
than Elan for providing the protections afforded to their clients or for
providing advice in connection with the matters described in this Document or
any matter referred to herein.

Irish Takeover Rules

The Perrigo directors accept responsibility for all the information contained
in this announcement other than information relating to the Elan Group, the
directors of Elan and members of their immediate families, related trusts and
persons connected with them. To the best of the knowledge and belief of the
Perrigo directors (who have taken all reasonable care to ensure that such is
the case), the information in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.

The Elan directors accept responsibility for all the information contained in
this announcement other than information relating to the Perrigo Group, the
directors of Perrigo and members of their immediate families, related trusts
and persons connected with them. To the best of the knowledge and belief of
the Elan directors (who have taken all reasonable care to ensure that such is
the case), the information in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information. Unless otherwise defined,
capitalized terms in this announcement have the meanings given to them in the
announcement dated 29 July 2013 made by Perrigo pursuant to Rule 2.5 of the
Irish Takeover Rules.

General

This summary should be read in conjunction with the full text of this
announcement. The release, publication or distribution of this announcement in
or into certain jurisdictions may be restricted by the laws of those
jurisdictions. Accordingly, copies of this announcement and all other
documents relating to the Acquisition are not being, and must not be,
released, published, mailed or otherwise forwarded, distributed or sent in,
into or from any such jurisdiction. Persons receiving such documents
(including, without limitation, nominees, trustees and custodians) should
observe these restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies involved in the proposed Acquisition disclaim
any responsibility or liability for the violations of any such restrictions by
any person.

Any response in relation to the Acquisition should be made only on the basis
of the information contained in the Scheme Circular or any document by which
the Acquisition and the Scheme are made. Elan Shareholders and Perrigo
Shareholders are advised to read carefully the formal documentation in
relation to the proposed transaction once the Scheme Circular has been
dispatched.

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Contact:

PERRIGO
Perrigo Investor Relations:
Arthur Shannon
+1-269-686-1709
Bradley Joseph
+1-269-686-3373
or
ELAN
Elan Investor Relations:
Chris Burns
+1-800-252-3526
David Marshall
+353-1-709-4444
or
Elan Media Relations:
Emer Reynolds
+353-1-709-4022
Jonathan Birt
+44-7860-361746
Jamie Tully
+1-212-687-8080