Perrigo Company plc signed a binding offer to acquire HRA Pharma, SA from funds affiliated with Astorg Partners and Goldman Sachs Asset Management, L.P. for transaction value of 1.8 billion.
September 07, 2021
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Perrigo Company plc (NYSE:PRGO) signed a binding offer to acquire HRA Pharma, SA from funds affiliated with Astorg Partners and Goldman Sachs Asset Management, L.P. for transaction value of 1.8 billion in cash on September 8, 2021. Perrigo Company plc (NYSE:PRGO) entered into securities sale agreement to acquire HRA Pharma, SA from funds affiliated with Astorg Partners and Goldman Sachs Asset Management, L.P. on October 20, 2021. Under the terms of transaction, purchase price is on a cash-free, debt-free basis. The agreement between Perrigo and the selling shareholders would be finalized following the information and consultation process with HRAs Works Council in France then enabling the applicable selling shareholders to execute a put option granted by Perrigo. Perrigo would pay the purchase price using cash on hand at closing. In addition, Perrigo has full capacity available under its current credit facility and depending on market conditions, may also consider new debt financing. HRAs seasoned leadership team David Wright, Chief Executive Officer; Geoff Allan, Chief Financial Officer; Frederique Welgryn, Chief Strategic Operations & Innovation Officer; Richard Westcott, Chief Supply Chain & Facilities Officer; Florian Battung, Chief Corporate Development & Strategy Officer; Sophie Lacourrege, Chief of Human Resources & Communication Officer; Paul Carter, Chief Scientific Officer; Chris Heath, Corporate IT Director; Martyn Hilton, Chief Global Commercial Officer of HRA will remain in place to minimize any business disruption from integration.
Acquisition is subject to customary closing conditions including regulatory approvals and antitrust review and approval. The closing of the acquisition would not be subject to a financing condition. The proposed final transaction would close by the end of the first half of 2022. As per update on April 28, 2022, transaction is planned to close on April 29, 2022. Transaction is anticipated to accelerate results for both Consumer Self-Care segments and be immediately accretive to Perrigo, adding approximately 400 million in net sales and approximately 1.00 in adjusted EPS in FY 2023.
Nicolas Constant, Blair Effron and Richard Case of Centerview Partners are serving as financial advisors to Perrigo. Pierre Casanova, Orphée Grosjean, Henri Savoie, Vincent Agulhon, Martin Lebeuf, Christophe Ingrain and Lionel Simonet of Wachtell, Lipton, Rosen & Katz and Darrois Villey Maillot Brochier are serving as its legal counselors. Sawaya Partners, Goldman Sachs Investment Banking Division and Rothschild & Co. are serving as financial advisors to the selling shareholders. Thomas Forschbach, Alexander Crosthwaite, David Chatteleyn, Xavier Renard, Jacques-Philippe Gunther and Matthias Rubner of Latham & Watkins, LLP are serving as the selling shareholders legal counsel and Delphin Boucher, Ross Allardice, Sophie Pelé, Margaux Lasseigne and Thibault Meiers of Dechert LLP are serving as counselors to HRA management. Jones Day acted as legal advisor, PricewaterhouseCoopers Transaction Services United Kingdom acted as financial advisor and Ernst & Young Société d'Avocats acted as legal advisor to the selling shareholders and HRA in the deal. EY Law and PricewaterhouseCoopers LLP provided legal and financial due diligence to sellers. Ross Allardice, Tony Brown, Ruth Taylor, Sophie Pelé, Thibault Meiers, Delphin Boucher and Daniel Mansfield of Dechert LLP and Delphin Boucher & Yan Boistay of Dechert (Paris) LLP acted as legal advisors to management of HRA Pharma, SA. Becker, Barbara L. of Gibson, Dunn & Crutcher LLP acted as legal advisor to Centerview Partners. Canaccord Genuity Group Inc. acted as financial advisor to HRA Pharma, SA.
Perrigo Company plc is an Ireland-based provider of over the counter (OTC) health and wellness solutions that are designed to enhance individual well-being. The Company's segments include Consumer Self-Care Americas (CSCA) and Consumer Self-Care International (CSCI). The CSCA segment comprises its consumer self-care business (OTC, infant formula, and oral care categories, and contract manufacturing) in the United States and Canada, including the HRA Pharma self-care business (Women's Health and Skin-Care categories) in the United States and Canada. The CSCI segment comprises its consumer self-care business in Europe and Australia, which are primarily branded, its store brand business in the United Kingdom and parts of Europe and Asia and includes the HRA Pharma self-care business (Women's Health, Skin-Care and Rare-Disease categories) in Europe. Its product categories include Upper Respiratory, Pain and Sleep-Aids, Skincare and Personal Hygiene, Digestive Health, Nutrition and others.
Perrigo Company plc signed a binding offer to acquire HRA Pharma, SA from funds affiliated with Astorg Partners and Goldman Sachs Asset Management, L.P. for transaction value of €1.8 billion.