Perrigo Company (NYSE:PRGO) entered into a definitive agreement to acquire Elan Corporation, plc (NYSE:ELN) for $8.4 billion in cash and stock on July 28, 2013. Under the terms of the agreement, Elan shareholders will receive $6.25 in cash and 0.07636 shares of new Perrigo for each Elan share. Perrigo shareholders are expected to own approximately 71% of the combined company while Elan shareholders are expected to own approximately 29% shares of New Perrigo which will be registered with the U.S. Securities and Exchange Commission and are expected to trade on the New York Stock Exchange and the Tel Aviv Stock Exchange. Perrigo and Elan will be combined under a new company which is expected to be called Perrigo Company plc or a variant thereof, will be led by Perrigo's current leadership team. Upon closing, Elan will become a wholly owned subsidiary of New Perrigo. In the event the transaction fails to complete, Perrigo Company shall pay to Elan $168.88 million as break-up fee.

Perrigo secured an aggregate amount of $4.35 billion in fully underwritten bridge financing commitments from Barclays and HSBC Bank USA, N.A in addition to Perrigo cash on hand available to finance the cash portion of the transaction, pay fees and expenses related to the transaction and refinance Perrigo's existing indebtedness including its current term loan, private placement notes and existing public bonds. Perrigo plans to refinance and repay the bridge borrowings through new debt issuances and the use of Elan cash on hand. Perrigo has put in place a $1 billion term loan facility that will be used to take out a portion of a 364-day $2.65 billion debt bridge agreement. Perrigo also has a $1.7 billion cash bridge credit agreement. The term loan facility includes a $700 million five-year term loan and a $300 million two-year term loan. The management of Perrigo will lead the combined business. On November 5, 2013, Perrigo commenced an offering of Senior Notes due 2016, Senior Notes due 2018, Senior Notes due 2023 and Senior Notes due 2043, in an aggregate principal amount of $2.3 billion. The net proceeds from the offering, together with proceeds from its credit facilities and certain cash will be used to fund the cash purchase price. The existing employment rights of all management and employees of the Elan will not be impacted by the proposed acquisition.

The transaction has been unanimously approved by the respective Boards of Directors of Perrigo and Elan. The deal is subject to the approval of a majority of Elan shareholders, representing 75% or more in value of the Elan shares, approval from Irish High court, Perrigo shareholders, receipt of all required regulatory clearances under applicable antitrust, competition or foreign investment laws, authorization for listing of the new Perrigo shares comprising the share consideration by the NYSE and the TASE and registration statement of S- 4. The acquisition is conditional on the scheme becoming effective and unconditional by not later than April 29, 2014. The Board of Elan considers the terms of the acquisition to be fair and reasonable and unanimously recommends Elan Shareholders to vote in favor of the acquisition.

New Perrigo will apply for cancellation of the quotation of Perrigo Shares on the NYSE and Elan will apply for cancellation of the quotation of Elan Shares on the ISE and Elan ADS on the NYSE. The last day of dealing in Perrigo Shares on the NYSE, Elan Shares on the ISE and Elan ADS on the NYSE will be the last business day before the effective date. The transaction is expected to close by the end of calendar year 2013 and is expected to enhance revenue and be immediately accretive to Perrigo's adjusted earnings per share in 2014. As of August 28, 2013, Perrigo Company filed with the U.S. Securities and Exchange Commission a registration statement on Form S-4 in connection with the transaction. Elan Corporation, plc shareholders meeting is scheduled for November 18, 2013. Perrigo Company has scheduled a shareholder meeting for November 18, 2013, in connection with the transaction. The FTC terminated the waiting period under the HSR Act as of September 12, 2013. As of October 9, 2013, Perrigo filed a registration statement on Form S-4, which was declared effective. As of November 18, 2013, shareholders of Elan and Perrigo approved the transaction.

On December 13, 2013, Irish High Court approved the transaction. All regulatory approvals required to complete the transaction are now obtained. The ordinary shares of New Perrigo are expected to commence trading under the ticker symbol PRGO on the New York Stock Exchange on December 19, 2013, and on the Tel Aviv Stock Exchange on December 22, 2013. The closing remains subject to the satisfaction of other customary closing conditions and is expected to occur on December 18, 2013.
Chris Hite, Bill White and Dave Magstadt of Citigroup Global Markets, Inc. at a fee of approximately $34.3 million, Eugenée Mulhern of Davy Corporate Finance Limited, Colm Donlon of Morgan Stanley & Co. International plc at a fee of $34.3 million and Michael Tory of Ondra LLP acted as financial advisors and Jonathan Birt of Sutton Belmont, Susan Stuart of FTI Consulting and Jamie Tully of Sard Verbinnen & Co acted as public relations advisors to Elan Corporation. Punit Mehta and Derek Shakespeare of Barclays PLC (LSE:BARC) provided fairness opinion and acted as financial advisors. A fee of $5 million upon the delivery of Barclays' opinion and an additional compensation of $20 million will be payable on completion of the transaction. Mark McCall and David Roady of FTI Consulting acted as public relations advisors to Perrigo. Cian McCourt and Alan Casey of A & L Goodbody and Cadwalader, Wickersham & Taft LLP acted as legal advisor to Elan. Matthew Hurd, Krishna Veeraraghavan, Zachary Jacobs, William Magnuson, Bernd Delahaye, Jennifer Lee, Andrew Mason, Davis Wang, Ron Creamer, Guy Inbar, John Wildt, Matt Friestedt, Henrik Patel, Regina Readling, Joshua Lerner, John Baumgardner and Adam Paris of Sullivan & Cromwell LLP acted as the legal advisors to Perrigo Company. Lorcan Tiernan of Dillon Eustace as legal advisor to Perrigo Company. Maripat Alpuche, Michael Holick and Ravi Purushotham of Simpson Thacher & Bartlett LLP acted as advisor to Barclays PLC. Gibson, Dunn & Crutcher LLP acted as legal advisor to Citigroup. David Schwartzbaum and Joe Gangitano of Greenberg Traurig acted as legal advisors to Morgan Stanley & Co. International. Innisfree M&A Incorporated acted as the depository and information agent at a fee of $25,000 for Elan. Computershare acted as the registrar for Elan. Miller Canfield P.L.C. acted as the legal advisor for Perrigo. Georgeson, Inc. acted as the information agent at a fee of $25,000 for Perrigo.