Perrigo To Buy Elan In $8.6 Bln Transaction - Quick Facts

(RTTNews) - Perrigo Company (PRGO) and Elan Corp. plc (ELN) announced they have entered into a definitive agreement, under which Elan will be acquired by a new holding company incorporated in Ireland. The cash and stock transaction, which is valued at approximately US$8.6 billion, will create a global healthcare company. Net of cash, the transaction is valued at US$6.7 billion.

The proposed transaction is expected to close by the end of calendar year 2013. At the close of the transaction, Perrigo and Elan will be combined under New Perrigo, a new company incorporated in Ireland, where Elan is incorporated. New Perrigo, which is expected to be called "Perrigo Company plc" or a variant thereof, will be led by Perrigo's current leadership team. Shares of New Perrigo will be registered with the U.S. Securities and Exchange Commission and are expected to trade on the New York Stock Exchange and the Tel Aviv Stock Exchange.

Immediately after the closing of the transaction, Perrigo shareholders are expected to own approximately 71% of the combined company while Elan shareholders are expected to own approximately 29%.

At the closing of the acquisition, Elan shareholders will receive US$6.25 in cash and 0.07636 shares of New Perrigo for each Elan share. The transaction values each Elan share at US$16.50. Perrigo shareholders will receive one share of New Perrigo for each share of Perrigo that they own upon closing and US$0.01 per share in cash.