Pomerantz LLP

Pomerantz Appointed Co-Lead Counsel in Perrigo Company plc Securities Litigation

On February 10, 2017, Pomerantz LLP was appointed Co-Lead Counsel in a class action lawsuit against Perrigo Company plc (“Perrigo” or the “Company”) and certain of its officers.   The class action, filed in United States District Court, Southern District of New York, and docketed under 16-cv-04752, is on behalf of a class consisting of all persons or entities who purchased or otherwise acquired Perrigo securities between April 21, 2015 and May 11, 2016 inclusive (the “Class Period”).  This class action seeks to recover damages against Defendants for alleged violations of the federal securities laws under the Securities Exchange Act of 1934. 

Perrigo, together with its subsidiaries, develops, manufactures, markets, and distributes over-the-counter consumer goods and pharmaceutical products worldwide. 

Mylan, like Perrigo, develops, licenses, manufactures, markets, and distributes generic, branded generic, and specialty pharmaceuticals worldwide.  On April 8, 2015, Mylan approached Perrigo’s Board of Directors with an offer to purchase the Company for $205 per share.  Mylan’s offer represented a nearly 30% premium to the Company’s total market capitalization and was well received by investors.  During intraday trading on April 8, 2015, following news of the offer, the price of Perrigo stock climbed to nearly $216 per share.

The complaint alleges that throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business, operational and compliance policies.  Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) Perrigo as a standalone entity would be unable to achieve organic revenue growth of 5% to 10%; (ii) Perrigo’s competitive position and growth strategy were not “durable” but were in fact eroding; (iii) Perrigo was facing serious issues integrating the acquisition of Omega Pharma N.A. (“Omega”) into the Company and had significantly overpaid for Omega; (iv) for the foregoing reasons, among others, Mylan’s offer did not undervalue Perrigo; and (v) as a result of the foregoing, Perrigo’s public statements were materially false and misleading at all relevant times. 

On April 21, 2015, Perrigo publicly rejected Mylan’s offer.  Touting Perrigo’s purportedly “durable competitive position and compelling growth strategy,” the Company advised investors that the Mylan offer did “not take into account the full benefits of the Omega Pharma acquisition” and “substantially undervalues Perrigo and its growth prospects.”  Even after Mylan raised its offer to $235 per share, over the next six months Perrigo continued to publicly urge the Company’s shareholders to reject Mylan’s offer.  Perrigo cited as reasons the 5% to 10% annual organic revenue growth that Perrigo would achieve as a standalone entity and the synergies of the Company’s recent acquisition of Omega.

On November 13, 2015, swayed by Perrigo’s public opposition to Mylan’s offer, the majority of the Company’s shareholders declined to tender their shares, causing the failure of the tender offer.  As a result, Perrigo’s share price fell $9.65, or 6.16%, to close at $146.90 on November 13, 2015.

On February 18, 2016, Perrigo issued a press release and filed a Current Report on Form 8-K with the SEC announcing its net sales and adjusted net income for the quarter and year ended December 31, 2015 (the “2015 8-K”).  The 2015 8-K reported lower fourth quarter revenue, margins, earnings and cash flow than investors had been led to expect and lowered the Company’s earnings guidance for 2016.  Perrigo also disclosed in the 2015 8-K an asset impairment charge of $185 million related to the recently acquired Omega assets.

On this news, Perrigo’s share price fell $14.77, or 10.17%, to close at $130.40 on February 18, 2016.

Thereafter, on April 22, 2016, Reuters reported that Perrigo’s CEO, Defendant Papa, had been named CEO of Perrigo’s competitor, Valeant Pharmaceuticals. 

On this news, Perrigo’s share price fell $7.33, or 5.7%, to close at $121.35 on April 22, 2016.

On April 25, 2016, Perrigo confirmed Defendant Papa’s resignation from the Company.  Concurrently, Perrigo significantly lowered its earnings guidance for 2016 and reported weak preliminary first quarter results, citing increased competitive pressures and weaker than expected performance by the Company’s Omega segment.  Perrigo reported issues with the integration of Omega and announced that the Company was contemplating another impairment charge related to the acquisition, just two months after announcing the earlier $185 million impairment charge.

On this news, Perrigo’s share price fell $21.95, or 18%, to close at $99.40 on April 25, 2016.

On May 12, 2016, Perrigo issued a press release and filed a Current Report on Form8-K with the SEC announcing the Company’s financial and operating results for the quarter ended March 31, 2016 (the “Q1 2016 8-K”).  In the Q1 2016 8-K, the Company reported a net loss of $0.93 for the quarter, citing an additional $467 million impairment charge relating to the Omega acquisition.  Discussing Perrigo’s performance on a conference call, the Company’s new CEO, John Hendrickson, stated that Perrigo’s “recent track record of performance against our own expectations is unacceptable” and indicated that he intended to target “realistic” forecasts that the Company could meet—thereby acknowledging that Perrigo, in its effort to thwart Mylan’s takeover proposal, had previously asserted unrealistic and unattainable financial goals.

On these disclosures, Perrigo’s share price fell $3.71, or 4%, to close at $89.04 on May 12, 2016.

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