ITEM 7.01. Regulation FD Disclosure.
On
A webcast discussing this transaction will be available in the investor
relations section of the
The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01. Financial Statements and Exhibits.
Exhibit Number Description 99.1 Press Release issued byPerrigo Company plc onSeptember 8, 2021 , furnished solely pursuant to Item 7.01 of Form 8-K. 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," "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
--------------------------------------------------------------------------------
including the ability to achieve the expected benefits thereof and the risk that
potential costs or liabilities incurred or retained in connection with the
transaction may exceed the Company's estimates or adversely affect the Company's
business or operations; the consummation and success of the proposed acquisition
of Héra SAS and the ability to achieve the expected benefits thereof, including
the risk that the works council consultation process is lengthier than
anticipated, the risk that the parties fail to obtain the required regulatory
approvals or to fulfill the other conditions to closing on the expected
timeframe or at 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
--------------------------------------------------------------------------------
© Edgar Online, source