1 Perrigo Company Acquisition of Elan Corporation plc Exchange of Perrigo common shares Frequently Asked Questions & Answers On November 18, 2013, Perrigo Company ( Perrigo ) announced that its shareholders had approved the previously announced acquisition of Elan Corporation plc ( Elan ) through a new holding company incorporated in Ireland, Perrigo Company Limited (which will be renamed Perrigo Company plc) ( New Perrigo ). As part of the transactions involving the acquisition of Elan, Perrigo is merging into a wholly-owned subsidiary of New Perrigo (the Merger ) and will, following the effective time of the Merger, itself become a wholly-owned subsidiary of New Perrigo. Perrigo is providing the following information to help address some general questions regarding the exchange of Perrigo common shares for New Perrigo ordinary shares in connection with the transaction. Please note that the responses below are intended for general discussion purposes only. Each individual's financial situation is unique, and the material set forth below is not intended to constitute specific accounting, tax, investment, or legal advice or a recommendation to take any particular tax position. INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS FOR MORE SPECIFIC INFORMATION AND ADVICE. Investors should also refer to the Registration Statement on Form S-4 filed by New Perrigo with the SEC on August 28, 2013 (as amended, the Registration Statement ) for further information. The Registration Statement is available on the SEC s EDGAR system at on Perrigo s website at or by contacting Perrigo s Investor Relations Department at TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, YOU ARE HEREBY NOTIFIED THAT: (A) ANY U.S. FEDERAL TAX ADVICE CONTAINED HEREIN IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER THE INTERNAL REVENUE CODE; (B) THE ADVICE IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN, AND (C) THE TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. THE MERGER AND PAYMENT OF MERGER CONSIDERATION 1. When will the Merger be completed? We have not yet scheduled a closing date, but we currently anticipate that the Merger will become effective in December The shareholders of both Perrigo and Elan approved the transaction on November 18, The transaction is subject to the approval of the Irish High Court, which we expect to receive in the near future.
2 2. What will I receive for my Perrigo common shares as a result of the Merger? Upon the effective time of the Merger, each Perrigo common share issued and outstanding immediately prior to the effective time will be cancelled and automatically converted into the right to receive one New Perrigo ordinary share and $0.01 in cash. 3. How will I receive the cash portion of my consideration? If you are a registered shareholder that holds shares directly on Perrigo s books and not with a bank or broker, you will receive from Computershare (the exchange agent for the transaction) a check for the cash portion of your consideration ($0.01 per Perrigo common share) resulting from the Merger. If you are a registered shareholder that has a physical stock certificate, you will need to submit, along with a letter of transmittal, any outstanding stock certificates to Computershare in order to receive your cash consideration. Letters of transmittal will be sent out by Computershare after the effective time of the Merger. If you are a beneficial shareholder that holds his/her shares through a bank or broker, your bank or broker will distribute the cash portion of your consideration to you via a credit to your brokerage account. 4. Will I have to return my share certificates of Perrigo? Yes. The Perrigo common shares that you presently hold will cease trading on any exchange upon the effective time of the Merger. At such time, your Perrigo common shares will be cancelled and automatically converted into the right to receive the consideration described above. Until you return your share certificates, you will not receive the consideration to which you are entitled with respect to such share certificates, unless such certificates have been lost or destroyed (in such case, please refer to Question 9 below). Until you return your share certificates, risk of loss and title to such share certificates will remain with you. Additionally, any New Perrigo dividends that are declared will accrue, but will not be paid to you, until your Perrigo share certificates are properly returned. Failure to return your Perrigo share certificates after a certain period of time may result in the escheatment of your shares and rights to dividends with respect to those shares to the state of your last known address. 5. What if some or all of my Perrigo share certificates were lost or destroyed? If any of your share certificates have been lost or destroyed, please follow the instructions in the letter of transmittal that will be sent to you by Computershare and return it along with all of the Perrigo share certificates that you have located, together with a check for any applicable replacement fee for lost certificates, in the return envelope provided with the letter of transmittal (or in a separate envelope, if necessary). 6. When will the exchange of my Perrigo common shares for New Perrigo ordinary shares be completed? If you are a registered shareholder who holds all of your shares in book-entry form, your shares will be cancelled and automatically converted into New Perrigo ordinary shares upon the effective time of the Merger. You will receive from Computershare a statement of ownership under the Direct
3 Registration System ( DRS ). Computershare will mail to you a check for the cash consideration, and any accrued but unpaid dividends (if applicable), within 14 days after the effective time of the Merger. If you are a registered shareholder who holds all of your shares in certificated form, you must surrender your Perrigo share certificates according to the instructions provided by Computershare with the letter of transmittal that will be sent to you. Computershare will mail to you a DRS statement of ownership, together with a check for the cash consideration, and any accrued but unpaid dividends (if applicable), within 14 days after Computershare has received your certificates and completed letter of transmittal in good order. If you are a beneficial shareholder, please contact your bank or broker regarding any cash payments and credits to your account of New Perrigo ordinary shares, as applicable. 7. Will I receive an actual certificate for my shares in New Perrigo? All New Perrigo ordinary shares held by registered shareholders will initially be issued in book-entry form. Upon receipt of your DRS statement, you may contact Computershare as indicated on the statement to request a share certificate. 8. What if I hold some of my Perrigo common shares with a broker or custodian bank? No action is required from you to exchange any of your Perrigo common shares that are held in a brokerage account or with a custodian bank. Your broker or bank will handle the exchange of your shares, administer the cash payment to you via a credit to your brokerage account, and credit your account with New Perrigo ordinary shares, as applicable. 9. What if I lose my letter of transmittal or need a new one? You may call Computershare at (800) (within the U.S., U.S. territories and Canada) or +1 (781) (outside of the U.S., U.S. territories and Canada) to request a replacement. CERTAIN TAX ISSUES RELATED TO THE MERGER 10. Is this transaction taxable for U.S. federal income tax purposes? The receipt of New Perrigo ordinary shares for Perrigo common shares by U.S. shareholders will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Perrigo shareholder will recognize a capital gain or loss equal to the difference between (1) the shareholder s adjusted tax basis in the Perrigo common shares surrendered in the exchange and (2) the sum of the fair market value of the New Perrigo ordinary shares and the cash consideration received. The fair market value will be provided by Perrigo at the time of the transaction. The adjusted tax basis of the Perrigo common shares and the fair market value of the New Perrigo ordinary shares received in the transaction will be reported to you on a tax form 1099-B provided in January 2014 by Computershare, Fidelity, or any other broker who holds Perrigo common shares on your behalf.
4 11. Will there be U.S. backup withholding on consideration I receive in connection with the transaction? Please note that under certain U.S. federal income tax rules, information reporting and backup withholding may apply to payments made to you, although backup withholding will not apply if you (1) furnish a correct taxpayer identification number and complete and return to Computershare an IRS Form W-9 or W-8BEN, as applicable, certifying that you are not subject to backup withholding (and otherwise comply with all applicable requirements of the backup withholding rules), or (2) otherwise establish an exemption. If you have an account at Computershare that currently holds shares of Perrigo or another company and you have previously provided a Form W-9 or W-8BEN to Computershare and all information remains accurate, you generally do not need to re-submit a form. U.S. residents may certify their accounts online at https://www-us.computershare.com/investor or by calling (888) To certify your account, you will need to provide Computershare with the ticker symbol for New Perrigo (PRGO), your social security number and your zip code. Please contact an independent tax advisor about the application of these rules to you. LISTING OF NEW PERRIGO ORDINARY SHARES AND DELISTING OF PERRIGO COMMON STOCK 12. Where will ordinary shares of New Perrigo be traded? New Perrigo ordinary shares will be traded on the New York Stock Exchange and Tel Aviv Stock Exchange under the symbol PRGO. We do not plan to list the New Perrigo ordinary shares on the Irish Stock Exchange or any other exchange at the present time. 13. How will the Merger affect the trading of Perrigo common shares? As a result of the transaction, Perrigo common shares will cease to exist and will be delisted from the New York Stock Exchange and the Tel Aviv Stock Exchange. NEW PERRIGO DIVIDEND MATTERS 14. Will New Perrigo pay a dividend? New Perrigo s dividend policy will be reviewed annually by the Board of Directors and the company does not expect its current policy to change at this time. 15. Will there be an Irish withholding tax on dividends on New Perrigo ordinary shares? (See Appendix 1: List of Relevant Territories) Whether New Perrigo is required to deduct Irish dividend withholding tax from dividends paid to a shareholder will depend largely on whether that shareholder is resident for tax purposes in a relevant territory (being the U.S., any E.U. member state (other than Ireland) or any other country with which Ireland has a double tax treaty) and whether the correct forms have been filed by you. Residence is determined under the law applicable in the country in which a shareholder claims to be resident.
5 A list of relevant territories was included in the joint proxy statement dated October 15, 2013 mailed to investors, a copy of which is available on Perrigo s investor relations website at Shares held by U.S. resident shareholders Dividends paid on New Perrigo ordinary shares that are owned by residents of the U.S. generally will not be subject to Irish withholding tax. For beneficial shareholders (whose shares are held in DTC), dividends will be paid without any Irish withholding tax if the address of the relevant shareholder is in the U.S., and the shareholder has provided his or her brokerage firm with a valid W-9. For registered shareholders, dividends will be paid without any Irish withholding tax if: your address in Perrigo s shareholder records is verified to be in the U.S. and the dividend payment is made before November 18, 2014; or you have completed and forwarded to New Perrigo s transfer agent an Irish Revenue Form V2 before the relevant dividend payment date. Any new registered shareholder of New Perrigo will be required to submit a Form V2 to New Perrigo s transfer agent before a dividend payment date. Shares held by residents of relevant territories other than the U.S. Dividends paid to shareholders who are residents of relevant territories other than the U.S. generally will not be subject to Irish withholding. For beneficial shareholders who are residents of relevant territories other than the U.S., dividends will be paid without any Irish withholding tax if: your address in your broker s records is in a relevant territory and this information is provided by your broker to New Perrigo s qualifying intermediary and the dividend payment is made before November 18, 2014; or you have completed and forwarded a Form V2 to your broker who in turn further transmits the Form V2 to New Perrigo s qualifying intermediary before the relevant dividend payment date. For registered shareholders, dividends will be paid without any Irish withholding tax if: your address in Perrigo s shareholder records is in a relevant territory and the dividend payment is made before November 18, 2014; or you have completed and forwarded to New Perrigo s transfer agent a Form V2 before the relevant dividend payment date. Any new beneficial or registered shareholders of New Perrigo will be required to submit a Form V2 before the relevant dividend payment date. Shares held by residents of countries that are not relevant territories, including Ireland New Perrigo shareholders who do not reside in relevant territories, including shareholders resident in Ireland, will be subject to Irish withholding tax (currently at the rate of 20%), but there are a number of other exemptions that could apply, all of which will require you to submit a valid V2 form (or other acceptable Irish dividend withholding tax exemption form). Please contact an independent tax advisor about the application of these rules to you.
6 Important information for all shareholders about Irish withholding tax New Perrigo will rely on information received directly or indirectly from brokers and its transfer agent in determining where shareholders reside, whether they have provided the required U.S. tax information and whether they have provided the required Irish dividend withholding tax forms, as described above. New Perrigo strongly recommends that shareholders who will need to complete Irish forms as described above do so and provide them to their brokers or New Perrigo s transfer agent, as the case may be, as soon as possible. Shareholders who do not need to complete Irish forms should ensure that their residence or required U.S. tax information has been properly recorded by their brokers or provided to New Perrigo s transfer agent, as the case may be, as described above. If any shareholder who is exempt from withholding receives a dividend subject to Irish dividend withholding tax, he or she may make an application for a refund from the Irish Revenue Commissioners on the prescribed form. Please contact an independent tax advisor about the application of these rules to you. 16. Will there be Irish income tax on dividends on New Perrigo ordinary shares? (See Appendix 1: List of Relevant Territories) For the majority of shareholders there will not be any Irish income tax on dividends. Dividends paid on New Perrigo ordinary shares owned by residents of relevant territories or by other shareholders that are otherwise exempt from Irish dividend withholding tax will generally not be subject to Irish income tax unless they have some connection to Ireland other than holding New Perrigo ordinary shares. Dividends paid on New Perrigo ordinary shares owned by residents of Ireland may be subject to Irish income tax. Please contact an independent tax advisor about the application of these rules to you. ADDITIONAL QUESTIONS? If you have additional questions about the exchange of your Perrigo common shares, please call Computershare at (800) (within the U.S., U.S. territories and Canada) or +1 (781) (outside of the U.S., U.S. territories and Canada). Representatives are available Monday through Friday, 8:00am to 5:00pm Eastern Time.
7 Appendix 1: List of Relevant Territories for DWT Purposes 1. Albania 36. Macedonia 2. Armenia 37. Malaysia 3. Australia 38. Malta 4. Austria 39. Mexico 5. Bahrain 40. Moldova 6. Belarus 41. Montenegro 7. Belgium 42. Morocco 8. Bosnia & Herzegovina 43. Netherlands 9. Bulgaria 44. New Zealand 10. Canada 45. Norway 11. Chile 46. Pakistan 12. China 47. Panama 13. Croatia 48. Poland 14. Cyprus 49. Portugal 15. Czech Republic 50. Qatar 16. Denmark 51. Romania 17. Egypt 52. Russia 18. Estonia 53. Saudi Arabia 19. Finland 54. Serbia 20. France 55. Singapore 21. Georgia 56. Slovak Republic 22. Germany 57. Slovenia 23. Greece 58. South Africa 24. Hong Kong 59. Spain 25. Hungary 60. Sweden 26. Iceland 61. Switzerland 27. India 62. Thailand 28. Israel 63. Turkey 29. Italy 64. Ukraine 30. Japan 65. United Arab Emirates 31. Korea 66. United Kingdom 32. Kuwait 67. USA 33. Latvia 68. Uzbekistan 34. Lithuania 69. Vietnam 35. Luxembourg 70. Zambia No Offer or Solicitation This announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Cautionary Statement Regarding Forward-Looking Statements This announcement includes certain forward looking statements within the meaning of, and subject to the safe harbor created by, Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the business, strategy and plans of Perrigo, its expectations relating to the proposed transactions and its future financial condition and performance, including estimated synergies. Statements that are not historical facts, including statements about Perrigo s management s beliefs and expectations, are forward
8 looking statements. Words such as believes, anticipates, estimates, expects, intends, aims, potential, will, would, could, considered, likely, estimate and variations of these words and similar future or conditional expressions are intended to identify forward looking statements but are not the exclusive means of identifying such statements. Examples of such forward looking statements include, but are not limited to, statements about expected benefits and risks associated with the proposed transactions, projections or expectations of profit attributable to shareholders, including estimated synergies, anticipated provisions or write-downs, economic profit, dividends, capital structure or any other financial items or ratios; statements of plans, objectives or goals of Perrigo, New Perrigo, Elan or the combined business following the proposed transactions; statements about the future trends in tax or interest rates, liquidity, foreign exchange rates, stock market levels and demographic trends and any impact that those matters may have on Perrigo, New Perrigo, Elan or the combined company following the proposed transactions; statements concerning any future Irish, UK, US or other economic or regulatory environment or performance; statements about strategic goals, competition, regulation, regulatory approvals, dispositions and consolidation or technological developments in the healthcare and lifesciences industry; and statements of assumptions underlying such statements. While Perrigo 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 Perrigo s control. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual results may differ materially from Perrigo s current expectations depending upon a number of factors affecting Perrigo s business, New Perrigo s business, Elan s business and risks associated with acquisition transactions. These factors include, among others, the inherent uncertainty associated with financial projections; restructuring in connection with, and successful close of, the proposed transactions; subsequent integration of the proposed transactions and the ability to recognize the anticipated synergies and benefits of the proposed transactions Transaction Agreement; the receipt of required regulatory approvals for the proposed transactions (including the approval of antitrust authorities necessary to complete the proposed transactions); access to available financing (including financing for the proposed transactions) on a timely basis and on reasonable terms; the risks and uncertainties normally incident to the pharmaceutical industry, including product liability claims and the availability of product liability insurance; market acceptance of and continued demand for Perrigo s, New Perrigo s and Elan s products; changes in tax laws or interpretations that could increase Perrigo s or the combined company s consolidated tax liabilities; and such other risks and uncertainties detailed in Perrigo s periodic public filings with the SEC, including but not limited to those discussed under Risk Factors in Perrigo s Form 10-K for the fiscal year ended June 29, 2013, in Perrigo s subsequent filings with the SEC and in other investor communications of Perrigo or New Perrigo from time to time. The forward-looking statements in this announcement are made only as of the date hereof, and unless otherwise required by applicable securities laws, each of Perrigo and New Perrigo disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
9 Irish Takeover Rules The directors of Perrigo accept responsibility for the information contained in this communication. To the best of the knowledge and belief of the directors of Perrigo (who have taken all reasonable care to ensure such is the case), the information contained in this communication is in accordance with the facts and does not omit anything likely to affect the import of such information. Persons interested in 1 per cent or more of any relevant securities in Elan or Perrigo may have disclosure obligations under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007 (as amended).