Business Context and Reporting Period
This Form 8-K was filed by Perrigo Company plc on October 22, 2015. The filing addresses the ongoing unsolicited exchange offer commenced by Mylan N.V. on September 14, 2015, to acquire all ordinary shares of Perrigo. The report specifically fulfills obligations under the Irish Takeover Rules to disclose revised financial forecasts following the dispatch of Perrigo's response document (Schedule 14D-9) to shareholders.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Instead, it confirms the public disclosure of:
- Revised earnings guidance for calendar year 2015.
- A cash flow forecast for calendar year 2015.
- Earnings guidance for calendar year 2016.
These forecasts are detailed in the "Profit Forecast Document" (Exhibit 99.1) attached to the filing.
Material Changes
The primary material change reported is the revision of financial outlooks for 2015 and the issuance of new guidance for 2016. This update was necessitated by the regulatory requirement to provide profit forecasts to shareholders after the initial response to Mylan's takeover offer.
Guidance, Outlook, and Attestations
Perrigo has issued revised guidance for 2015 and new guidance for 2016. The filing includes formal attestations regarding these forecasts:
- Auditor Attestation: Ernst & Young LLP confirmed that the forecasts were properly compiled based on directors' assumptions and that the accounting basis is consistent with Perrigo's policies.
- Financial Advisor Attestation: Morgan Stanley & Co. LLC (via its affiliate) confirmed that the forecasts were made with due care and consideration.
The document notes that the information is furnished and not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, limiting liability exposure.
Investor Verification Checklist
- Review Exhibit 99.1 (Profit Forecast Document) for the specific numerical values of the revised 2015 and 2016 guidance, as they are not listed in the main body of this 8-K.
- Verify the status of the Mylan N.V. unsolicited exchange offer and any subsequent developments.
- Confirm the assumptions used by Perrigo's directors for the 2015 cash flow forecast and 2016 earnings guidance.
- Check for any updates to the Schedule 14D-9 response document regarding the takeover bid.