Perrigo Explained

Perrigo Company plc
Former Name:Perrigo Inc. (before the 2013 tax inversion to Ireland)
Type:Public
Founded: as L. Perrigo Company in Allegan, Michigan, U.S.
Hq Location:
Key People:Patrick Lockwood-Taylor (President and CEO)
Industry:Pharmaceutical
Revenue: (2023)
Operating Income: US$152 million (2023)
Net Income: US$-13 million (2023)
Assets: US$10.8 billion (2023)
Equity: US$4.77 billion (2023)
Num Employees:9,140+ (2023)
Footnotes:[1]

Perrigo Company plc (Hebrew: פריגו) is an American Irish-registered manufacturer of private label over-the-counter pharmaceuticals, and while 70% of Perrigo's net sales are from the U.S. healthcare system, Perrigo is legally headquartered in Ireland for tax purposes, which accounts for 0.60% of net sales.[2] [3] In 2013, Perrigo completed the sixth-largest US corporate tax inversion in history when it reregistered its tax status to Ireland to avoid U.S. corporate taxes. Perrigo maintains its corporate headquarters in Grand Rapids, Michigan, within Michigan State University's Grand Rapids Innovation Park.[4]

Perrigo engages in the acquisition (for repricing), manufacture, and sale of consumer healthcare products, generic prescription drugs, and active pharmaceutical ingredients (APIs), primarily in the United States, from its base in Ireland. On 21 December 2018, Perrigo suffered its biggest one-day share price fall in its history after the Irish Revenue Commissioners issued a tax claim against Perrigo that equated to half of its market value.[5] [6]

History

L. Perrigo Company was founded in 1887 in Allegan, Michigan, by Luther and Charles Perrigo, who ran a general store.

In 1991 Perrigo had an initial public offering on Nasdaq.[7] [8]

In March 2005 the firm acquired Agis Industries Limited (traded as AGIS at the Tel Aviv Stock Exchange), an Israel-based generic pharmaceuticals company in an $850 million transaction. Agis was founded in 1983 by Mori Arkin, who developed his father's small drug import business into a multinational generic pharmaceutical company. As a result of the acquisition, Arkin owned 9% of Perrigo, and was appointed as Vice Chairman of the company.[9]

In July 2013, Perrigo announced that it would execute a corporate tax inversion to Ireland in order to avoid U.S. corporate taxes, via an $8.6 billion acquisition of Irish-based Elan Corporation.[10], Perrigo is the sixth-largest U.S. tax inversion in history.[11] [12] [13] Over 70% of Perrigo's sales, and an even greater percentage of Perrigo profits, are from the U.S. healthcare system.[14] [2]

In April 2015, Perrigo received an unsolicited buy-out offer from Mylan of $29 billion, which was ultimately rejected by management and shareholders.[15] In May 2016, Perrigo investors sued the company over statements made during the Mylan bid,[16] which were said to have persuaded shareholders to vote against the deal.[17] [18] In the months prior to this suit, the company's chairman and CEO, Joseph Papa, who has been credited with "fending off" Mylan's bid, left to take the CEO role at Valeant.[19] [20] Upon Papa's departure, John Hendrickson, who was at the time the company's president, took on the additional roles of chairman and CEO.[21] [22] Hendrickson was succeeded by Uwe Roehrhoff in January, 2018.[23] Murray S. Kessler succeeded Roehroff already in October of that same year. As of July 2023, Patrick Lockwood-Taylor is the current President and CEO.[24]

On 20 December 2018, the Financial Times reported that the Irish Revenue Commissioners levied a €1.64 billion (not including penalties and interest) Irish tax claim on Perrigo for unpaid capital gains tax (CGT) from the 2013 sale of Tysabri to Biogen by Elan, which happened months before Perrigo's acquisition of Elan.[25] The claim is the second largest ever issued by the Revenue Commissioners in Irish history, after Apple's €13 billion Irish tax fine.[25] On 21 December 2018, the Irish Times reported that Revenue claimed Perrigo owed CGT at a rate of 33% as an "asset sale", however Perrigo claimed that the sale was part of Elan's normal "trading income", and was subject to the lower 12.5% Irish corporate tax rate, which Perrigo was able to reduce to 0% using Ireland's multinational tax BEPS tools.[26]

In June 2022, Perrigo moved its corporate headquarters from Allegan to downtown Grand Rapids, about 40 miles north, within Michigan State University's Grand Rapids Innovation Park.[4] The company still maintains offices and production at the Allegan campus.

In 2023, its subsidiary, HRA Pharma, received approval from the FDA to sell an over the counter women’s contraception drug called Opill.[27]

Acquisitions

On 9 January 2008, the firm acquired Galpharm Healthcare, Ltd., a supplier of over-the-counter store brand pharmaceuticals in the United Kingdom.[28] [29] On 16 September 2008, the firm acquired J.B. Laboratories.[30] On 6 October 2008, it acquired Laboratorios Diba S.A., enabling the company to market its products in Mexico.[31] On 13 November 2008, it acquired Unico Holdings, a manufacturer of store brand pediatric electrolytes, enemas and feminine hygiene products for retail consumers in the U.S.[32]

On 1 March 2010, the firm acquired Orion Laboratories Pty, Ltd., a supplier of over-the-counter (OTC) store brand pharmaceutical products in Australia and New Zealand.[33] On 23 March 2010, it acquired PBM Holdings, Inc., a producer of over-the-counter store brand infant formula and baby foods in the United States, Canada, Mexico and China.[34] [35] [36] [37]

On 20 January 2011, the firm announced that it would acquire Paddock Laboratories Inc., with the deal expected to close in fiscal 2012.[38] [39] [40]

In September 2012, Perrigo announced its intention to enter the animal wellness category by acquiring the assets of Sergeant's Pet Care Products, Inc., a privately held manufacturer of over-the-counter companion animal healthcare products.[41]

On 11 February 2013, Perrigo announced the completion of the acquisition of Rosemont Pharmaceuticals Ltd., a specialty and generic prescription pharmaceutical company focused on the manufacturing and marketing of oral liquid formulations.[42]

On 29 July 2013, the firm announced that it would acquire Élan, a pharmaceutical firm based in Dublin.[43] [44] The Élan acquisition enabled Perrigo to reincorporate as an Irish company using Élan's headquarters (although the executive offices remained in Allegan), lowering its effective tax rate (called a tax inversion).[45]

In November 2014, Perrigo announced it had agreed to buy Belgian health-products provider Omega Pharma approximately $4.5 billion (€3.6 billion).[46] [47] The transaction was completed in March 2015.[48]

In August 2016, the company announced it would acquire US national distributor of over-the-counter medicines, Geiss, Destin & Dunn.[49]

In May 2019, Perrigo announced it would acquire Ranir Global Holdings LLC, boosting its oral self-care offering, with the transaction valued at $750 million.[50]

In February 2020, announced that it has reached an agreement to acquire the oral care assets of High Ridge Brands for $113 million.[51] [52] [53]

In March 2021, Perrigo confirmed it would sell off its generics business to Altaris Capital Partners for $1.55 billion.[54] In September, the business announced it would acquire HRA Pharma from investment firms Astorg and Goldman Sachs Asset Management for $2.1 billion,[55] and completed the acquisition in April 2022.[56]

Acquisition history

The following is an illustration of the company's major mergers and acquisitions and historical predecessors (this is not a comprehensive list):

Segments

The company operates in three segments; Consumer Self-care Americas, Rx Pharmaceuticals, and Consumer Self-Care International. The Consumer Self-care Americas segment produces over-the-counter pharmaceutical and nutritional products in the United States, the United Kingdom, and Mexico. This segment offers analgesic, cough/cold/allergy/sinus, gastrointestinal, smoking cessation, first aid, antacids, hemorrhoidal remedies, motion sickness, sleep aid products, feminine hygiene products, vitamin, and nutritional supplement products.

The Rx Pharmaceuticals segment produces generic prescription drugs in the United States. This segment provides creams, ointments, lotions, gels, and solutions, as well as nasal sprays, foams, and transdermal devices. Believing that Rx business has the potential to realize greater value outside of Perrigo, board okays separation of prescription pharma business on 9 August 2018.[57]

The Consumer Self-Care International (CSCI) segment develops, manufactures, markets, and distributes well-known European self-care brands in the natural health and vitamins, cough, cold and allergy, oral care, smoking cessation, personal care and derma-therapeutics and lifestyle categories.

See also

External links

Notes and References

  1. Web site: Perrigo Company plc 2023 Annual Report (Form 10-K) . 2024-02-27 . U.S. Securities and Exchange Commission.
  2. Book: Perrigo Co plc: Form 10-Q (29 September 2018). 8 November 2018. Securities and Exchange Commission. Disaggregation of Revenue. 9.
  3. News: Automation. MarketWatch. Perrigo Co. PLC stock rises Wednesday, still underperforms market. 2021-07-22. MarketWatch. EN-US.
  4. Web site: McVicar . Brian . 2022-06-30 . Perrigo unveils new North American Corporate Headquarters on Grand Rapids' Medical Mile . 2022-10-27 . mlive . en.
  5. Web site: The terrible irony of Perrigo's tax planning. Irish Times. Cantillion. 21 December 2018.
  6. Web site: Perrigo Tax Shocker Couldn't Come at Worse Time. Wall Street Journal. Charly Grant. 21 December 2018.
  7. News: Walsh . Tom . 2015-08-29 . Perrigo's growth makes it a tempting target . Detroit Free Press.
  8. Web site: Nasdaq National Market Additions, Changes, and Deletions as of December 19, 1991 . 1992-01-01 . Financial Industry Regulatory Authority.
  9. Perrigo Company to Acquire Agis Industries, Creating A Leading Diversified Healthcare Company . Company press release . 31 October 2009 . https://web.archive.org/web/20061025235552/http://www.perrigo.com/uploadedFiles/Investors/Press_Releases/news_ir_114.11.15%20Perrigo%20to%20Acquire%20Agis.pdf . 25 October 2006 . dead . dmy-all .
  10. Web site: UPDATE 4-U.S. drugmaker Perrigo to buy Ireland's Elan for $8.6 bln. 29 July 2013. Reuters. DUBLIN, July 29, 2013 (Reuters) - U.S. drugmaker Perrigo agreed to buy Elan for $8.6 billion in a deal that will hand it tax savings from being domiciled in Ireland and royalties from a blockbuster multiple sclerosis treatment..
  11. Web site: As Treasury Moves to Bring Back Inversions, Here are 7 of the Biggest Recent Deals. Emily Stewart. 22 July 2017. TheStreet.
  12. News: These are the companies abandoning the U.S. to dodge taxes. 6 August 2014. The Washington Post. Danielle Douglas-Gabriel.
  13. News: Tracking Tax Runaways. Bloomberg.com. Bloomberg News. 1 March 2017. Bloomberg Special Reports: Corporate Tax Inversions.
  14. Web site: The Tax Inversion Rush: One Handy Graphic. Forbes Magazine. Janet Novack. 10 September 2014. The U.S. company is in black, as is the share of the merged company its current shareholders will own; it must be less than 80% for the tax trick to work under the current law..
  15. Reuters. 8 April 2015. Generic drugmaker Mylan offers $29 billion for Perrigo .
  16. Web site: Bloomberg Industry Group. Bloomberg Industry.
  17. Web site: Lawsuit filed against former Mylan acquisition target Perrigo - Pittsburgh Business Times.
  18. Web site: Perrigo Investor Slams Co. Over Mylan's Failed Takeover - Law360. www.law360.com.
  19. News: Now we know why Valeant's new CEO took the job, and it seems politicians are upset about it. Lopez. Linette. 28 April 2016. Business Insider UK. 13 March 2018.
  20. Wright. Rob. 9 January 2018. Can Joseph Papa Save Valeant?. Life Science Leader. limited. 13 March 2018.
  21. News: Floundering Perrigo's CEO Hendrickson to depart after rocky 13-month tenure. Helfand. Carley. 6 June 2017. FiercePharma. 13 March 2018.
  22. News: Valeant: Joseph Papa Joins Pharmaceutical Company As Chief Exec As Perrigo Names Hendrickson New CEO. . 25 April 2016. International Business Times. 13 March 2018.
  23. News: Perrigo hires Gerresheimer ex-boss Rohrhoff as new CEO. Reuters. 8 January 2018. www.reuters.com.
  24. Web site: Press Releases. Perrigo InvestorRoom.
  25. Web site: Drugs group Perrigo hit with €1.64bn Irish back tax bill. 20 December 2018. Financial Times. Authur Beesley. The tax assessment is Ireland’s largest since the European Commission directed Apple to pay €14.3bn in disputed back taxes to Dublin in a record-breaking ruling that the Irish authorities have taken to the European courts for an appeal..
  26. Web site: What's the massive Perrigo tax bill all about?. Irish Times. Cliff Taylor. 21 December 2018. A twist is that Elan used accumulated losses to avoid paying any up-front tax bill at the time on the initial payment from Biogen..
  27. Web site: FDA Approves First Nonprescription Daily Oral Contraceptive . . 13 July 2023 .
  28. Web site: Archived copy . 5 July 2011 . https://web.archive.org/web/20111009135258/http://www.perrigo.com/uploadedFiles/Investors/Press_Releases/PRGOPR(11).pdf . 9 October 2011 . dead . dmy-all .
  29. News: 2008-01-09. Perrigo buys Galpharm Healthcare for $86 million. en. Reuters. 2021-07-22.
  30. Web site: Official Perrigo Company Press Release . 2012-03-13 . https://web.archive.org/web/20101129152733/http://perrigo.com/uploadedFiles/Investors/Press_Releases/JBLABPR.pdf . 29 November 2010 . dead . dmy-all .
  31. Web site: Official Perrigo Company Press Release . 2012-03-13 . https://web.archive.org/web/20120314192028/http://www.perrigo.com/uploadedFiles/Investors/Press_Releases/DIBAPR.pdf . 14 March 2012 . dead . dmy-all .
  32. Web site: Archived copy . 2011-07-05 . dead . https://web.archive.org/web/20110623072008/http://perrigo.com/uploadedFiles/Investors/Press_Releases/UNIPR.pdf . 23 June 2011 . dmy-all .
  33. Web site: Archived copy . 2011-07-05 . dead . https://web.archive.org/web/20110715064939/http://www.perrigo.com/uploadedfiles/Investors/Press_Releases/ORION.pdf . 15 July 2011 . dmy-all .
  34. Web site: Archived copy . 2011-07-05 . dead . https://web.archive.org/web/20110623064940/http://perrigo.com/uploadedFiles/Investors/Press_Releases/PBMCLS.pdf . 23 June 2011 . dmy-all .
  35. Web site: Perrigo Closes Acquisition of Infant Formula Manufacturer PBM Holdings. 2021-07-22. .foodingredientsfirst.com/. en.
  36. Web site: 2010-03-23. Allegan-based Perrigo to buy infant formula maker PBM Holdings in $808 million deal. 2021-07-22. mlive. en.
  37. Web site: Perrigo Acquires Baby Food Maker PBM. 2021-07-22. Store Brands. en.
  38. Web site: Archived copy . 2011-07-05 . dead . https://web.archive.org/web/20110626213156/http://www.perrigo.com/uploadedFiles/Investors/Press_Releases/110119%20Paddle%20PR%20v9%20-%20FINAL%20CHANGES.pdf . 26 June 2011 . dmy-all .
  39. Web site: 2011-01-20. Perrigo Company to buy assets of Paddock Laboratories for $540m in cash. 2021-07-22. Proactiveinvestors NA. en.
  40. Web site: Perrigo Closes Acquisition of Paddock Laboratories. 2021-07-22. Store Brands. en.
  41. Web site: Perrigo Closes Acquisition Of Sergeant's Pet Care Products. Perrigo Company.
  42. Web site: Perrigo Company Acquires U.K.-based Rosemont Pharmaceuticals Ltd. For Approximately £180 Million Or $283 Million. Perrigo InvestorRoom.
  43. Web site: US-Generikakonzern: Perrigo kauft irische Pharmafirma Elan. Reuters. 29 July 2013. handelsblatt.com.
  44. Web site: This page has been removed - News - The Guardian. the Guardian.
  45. News: Perrigo to buy Elan, reincorporate in Ireland. Pogatchnik, Shawn. Boston Globe. 29 July 2013. 20 January 2015.
  46. News: Perrigo to Buy Omega Pharma of Belgium for $4.5 Billion . Bloomberg . David . Risser . 6 November 2014.
  47. News: Belgian newspaper De standaard reports Perrigo to Buy Omega Pharma for €3.6 Billion . De Standaard. 6 November 2014.
  48. News: Perrigo Company plc Completes Acquisition Of Omega Pharma Invest N.V., Creating A Top Five Global OTC Company . 30 March 2015 . 1 July 2015 . PR Newswire . PR Newswire Association LLC .
  49. Web site: Struggling Perrigo inks deal agreement for GA-based distributor. FiercePharma. 17 August 2016 .
  50. Web site: Perrigo To Expand Into Adjacent Self-Care Category By Acquiring Ranir Global Holdings LLC, The Leading Global Private Label Supplier Of Oral Self-Care Products. BioSpace.
  51. Web site: Perrigo To Acquire Oral Care Assets Of High Ridge Brands. BioSpace. en-US. 2020-02-25.
  52. News: BRIEF-Perrigo To Acquire Oral Care Assets Of High Ridge Brands. 2020-02-24. Reuters. 2020-03-19. en.
  53. Web site: Perrigo to acquire oral care assets of High Ridge Brands for $113M. www.spglobal.com. en-us. 2020-03-19.
  54. News: Perrigo to sell generic drugs business for $1.55 billion. Reuters. 1 March 2021. www.reuters.com.
  55. Web site: Perrigo to buy HRA Pharma in $2.1 BLN deal to expand self-care portfolio. . 8 September 2021.
  56. https://investor.perrigo.com/2022-05-02-PERRIGO-COMPLETES-THE-ACQUISITION-OF-HRA-PHARMA Perrigo Completes the Acquisition of HRA Pharma
  57. News: Perrigo board okays separation of prescription pharma business. Reuters Editorial. U.S.. 2018-08-09. en-US.

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