Item 8.01. Other Information.
As previously reported, Perrigo Company, plc (the "Company" or "we") and its
subsidiary, Perrigo Ireland 2 ("Perrigo Ireland"), brought arbitral claims
against Alychlo NV ("Alychlo") and Holdco I BE NV ("Holdco") (together, the
"Sellers") related to the Share Purchase Agreement dated November 6, 2014
("SPA"). Alychlo is an investment company owned and controlled by Marc Coucke.
Holdco is a portfolio company of Waterland Private Equity Fund V C.V. On
August 27, 2021, the tribunal under the Belgian Centre for Arbitration and
Mediation ("CEPANI") held the Sellers jointly and severally liable to Perrigo
Ireland in incidental fraud and dismissed the Sellers' counterclaims in their
entirety. The CEPANI tribunal awarded Perrigo Ireland €266,281,398 in damages
(approximately $313.4 million using August 27, 2021 exchange rates) together
with substantial interest. The tribunal also ordered the Sellers to pay Perrigo
Ireland approximately €19.4 million (approximately $22.8 million) in costs
relating to the pursuit of its claim and defense of the Sellers' counterclaims.
We estimate that the Sellers' total liability is approximately €350 million
(approximately $412 million) and all amounts are required to be paid by the
Sellers within 30 days of the tribunal's decision.
As previously disclosed, on December 16, 2016, the Company and Perrigo Ireland
brought a claim against the Sellers in accordance with clause 26.2 of the SPA
and the rules of CEPANI. The claim related to the accuracy and completeness of
information about Omega provided by the Sellers as part of the sale process, the
withholding of information by the Sellers during that process and breaches of
the Sellers' warranties under the SPA. The Company and Perrigo Ireland sought
monetary damages from the Sellers. The tribunal's decision found that the
Sellers deliberately concealed important information from the Company as part of
the sale process and intentionally mislead the Company through several
fraudulent acts and omission.. With the tribunal's August 27, 2021 ruling, all
claims and counterclaims have been fully adjudicated in accordance with the SPA.
The Company will take every step necessary with a view to ensuring that it
obtains recovery of the estimated €350 million award in full and without delay.
If the Sellers fail to discharge their payment obligations in respect of the
€266,281,398 damages, additional interest or costs, then the Company intends to
immediately commence proceedings for enforcement, including potential attachment
of assets. However, there can be no assurance that the Sellers will pay the
damage and cost awards within the timeframes so ordered, if at all.
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