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Perrigo: Rule 27 Of The Irish Takeover Rules

The following excerpt is from the company's SEC filing.

There has been no material change to the information contained in Annex C of the Schedule 14D-9. With respect to the specific information requirements of Rule 27.1, there have been no changes to the information previously provided in Annex C of the Schedule 14D-9 save as follows:

On October 22, 2015 Perrigo released its quarterly results for the three months ended on September 26, 2015, which results may be found at

and which will also be filed on Form 10-Q with the SEC on or before November 5, 2015.

Morgan Stanley Strategic Investments, Inc. holds a short position i n two (2) Mylan shares.

The following persons connected with Michael J Jandernoa (connected with having the meaning given to it in Section 220 of the Companies Act 2014 of Ireland) dealt in the following Mylan securities (though Mr. Jandernoa has no control over the connected parties):

Date of dealing

Nature of


Number of


Price paid


22 September, 2015


MSJ Capital LLC TLH S&P 500

7 October, 2015


Jandernoa Michael TR TACS S&P

14 October, 2015


Accordingly, the above entities have the following interests in relevant Mylan securities.

Number of relevant Mylan securities

Important Information

Morgan Stanley & Co. LLC acting through its affiliate, Morgan Stanley & Co. International plc, is financial advisor to Perrigo and no one else in connection with the matters referred to in this communication. In connection with such matters, Morgan Stanley & Co. LLC, Morgan Stanley & Co. International plc, each of their affiliates and each of their and their affiliates respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person other than Perrigo for providing the protections afforded to their clients or for providing advice in connection with the contents of this communication or any other matter referred to herein.


Each of Ernst & Young LLP and Morgan Stanley & Co. International plc has given and has not withdrawn its consent to the inclusion in this document of the references to its name in the form and context in which they appear.

A written consent under the Irish Takeover Rules is different from a written consent filed with the SEC under section 7 of the Securities Act and accordingly this is not a written consent under Section 7 of the Securities Act.

Forward-Looking Statements

Certain statements in this communication are forward-looking statements. These statements relate to future events or the Companys 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, plan, anticipate, intend, believe, estimate, predict, potential 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 Companys control, including future actions that may be taken by Mylan in furtherance of its unsolicited offer; the timing, amount and cost of share repurchases; and the ability to execute and achieve the desired benefits of announced initiatives. These and other important factors, including those discussed under Risk Factors in the Perrigo Companys Form 10-K for the year ended June 27, 2015, as well as the Companys subsequent filings with the SEC, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements in this communication are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Perrigo

Perrigo Company plc, a top five global over-the-counter (OTC) consumer goods and pharmaceutical company, offers consumers and customers high quality products at affordable prices. From its beginnings in 1887 as a packager of generic home remedies, Perrigo, headquartered in Ireland, has grown to become the worlds largest manufacturer of OTC products and supplier of infant formulas for the store brand market. The Company is also a leading provider of generic extended topical prescription products and receives royalties from Multiple Sclerosis drug Tysabri

. Perrigo provides Quality Affordable Healthcare Products

across a wide variety of product categories and geographies primarily in North America, Europe, and Australia, as well as other key markets including Israel and China.

Additional Information and Where to Find It

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. In response to the exchange offer commenced by Mylan N.V., Perrigo has filed a solicitation/recommendation statement on Schedule 14D-9 with the Securities and Exchange Commission (SEC). Security holders are urged to read the solicitation/recommendation statement and other relevant materials if and when they become available because they will contain important information. The solicitation/recommendation statement and other SEC filings made by Perrigo may be obtained (when available) without charge at the SECs website at and at the investor relations section of the Perrigo website at Shareholders may also obtain copies of the information by contacting Mackenzie Partners, Inc. at 212-929-5500 or 800-322-2885 Toll-Free in North America or by email at


This communication has been prepared in accordance with U.S. securities law, Irish law, and the Irish Takeover Rules.

A copy of this communication will be available on Perrigos website at


Profit Forecasts including Bases and Assumptions


On October 22, 2015, within its quarterly earnings release, Perrigo Company plc (Perrigo) issued forward looking statements:

Forward looking calendar 2015...