ITEM 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on
Pursuant to the Put Option Agreement, following completion of the works council
consultation process required under French law, the Sellers exercised their put
option right under the Put Option Agreement and, on
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 Purchase Agreement contains (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 Purchase Agreement. In addition, in connection with the entry into the Put Option Agreement, the Purchaser 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 Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement. A copy of the Purchase Agreement is attached hereto as Exhibit 2.1, and the terms of the Purchase Agreement are incorporated herein by reference. The Purchase Agreement contains 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 Purchase Agreement 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 Purchase Agreement 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.
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ITEM 9.01. Financial Statements and Exhibits.
Exhibit Number Description 2.1* Securities Sale Agreement, dated as ofOctober 20, 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)
* The Company has omitted schedules and other similar attachments to such
agreement pursuant to Item 601(b) of Regulation S-K.
copy of such omitted document to the
Forward-Looking Statements
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," "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 draft and final Notices of Proposed
Assessment ("NOPAs") issued by the
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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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