ITEM 1.01. Entry into a Material Definitive Agreement.
On
The parties' entry into the Purchase Agreement is subject to the completion of a
works council consultation process required under French law, following which
the Sellers will have the right, pursuant to and subject to the terms of the Put
Option Agreement, to require the Purchaser and the Company to enter into the
Purchase Agreement. The closing of the transaction is subject to customary
closing conditions, including, among others, obtaining required antitrust
clearances and a foreign investment authorization from the
The Sellers' option to require the Purchaser and the Company to enter into the Purchase Agreement expires at the earlier of five business days after completion of the works council consultation process and the first business day falling four months after entry into the Put Option Agreement. Pursuant to the Put Option Agreement, the Sellers have agreed to certain non-solicitation obligations with respect to an alternative transaction for a period of 12 months from signing of the Put Option Agreement.
The Acquisition Agreements provide termination rights for the parties, including
in the event closing of the transaction has not occurred prior to
The Acquisition Agreements contain (a) representations and warranties and (b) covenants, including regarding the operation of HRA from the entry into the Put Option Agreement through the closing of the transaction, as well as indemnification rights, including with respect to (i) certain breaches of such representations and warranties and covenants and (ii) certain "leakage" from the lockbox mechanism as more specifically set forth in the Acquisition Agreements. In addition, the Purchaser has entered into a management warranty agreement with certain of the Sellers who are members of HRA's management containing certain additional representations and warranties related to HRA's business.
The foregoing description of the Acquisition Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Agreements. A copy of the Put Option Agreement (including the Purchase Agreement, which is attached to the Put Option Agreement as an exhibit thereto) is attached hereto as Exhibit 2.1, and the terms of the Acquisition Agreements are incorporated herein by reference. The Acquisition Agreements contain representations, warranties and covenants that the respective parties made to each other as of the dates specified therein. The assertions embodied in those representations, warranties and covenants were made, or will be made, for purposes of the contracts among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreements. The representations, warranties and covenants in the
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Acquisition Agreements are also modified in important part by the related schedules thereto which are not filed publicly and which may be subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. The Company does not believe that these schedules contain information that is material to an investment decision. Investors are not third-party beneficiaries under the Acquisition Agreements and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective affiliates.
ITEM 9.01. Financial Statements and Exhibits.
Exhibit Number Description 2.1 Put Option Agreement, dated as ofSeptember 8, 2021 , by and amongPerrigo Company plc ,Habsont Unlimited Company and certain other parties set forth therein 104 Cover Page Interactive Data file (embedded within the Inline XBRL document)
Certain statements in this Current Report on Form 8-K 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," "forecast," "plan," "anticipate,"
"intend," "believe," "estimate," "poised," "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
effect of the novel coronavirus (COVID-19) pandemic and the associated supply
chain impacts on the Company's business; general economic, credit, and market
conditions; future impairment charges; customer acceptance of new products;
competition from other industry participants, some of whom have greater
marketing resources or larger market shares in certain product categories than
the Company does; pricing pressures from customers and consumers; resolution of
uncertain tax positions, including the Company's appeal of the Notice of
Assessment (the "NoA") issued by the Irish tax authority and the draft and final
Notices of Proposed Assessment ("NOPAs") issued by the
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all, the occurrence of any other event, change or circumstance that could delay
the transaction or result in the termination of the put option agreement or
securities sale agreement or the risks that Company's synergy estimates are
inaccurate or that the Company faces higher than anticipated integration or
other costs in connection with the proposed acquisition; the consummation and
success of other announced acquisitions or dispositions, and the Company's
ability to realize the desired benefits thereof; and the Company's ability to
execute and achieve the desired benefits of announced cost-reduction efforts and
strategic and other initiatives. An adverse result with respect to the Company's
appeal of any material outstanding tax assessments or pending litigation,
including securities or drug pricing matters, could ultimately require the use
of corporate assets to pay such assessments, damages from third-party claims,
and related interest and/or penalties, and any such use of corporate assets
would limit the assets available for other corporate purposes. These and other
important factors, including those discussed under "Risk Factors" in the
Company's Form 10-K for the year ended
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