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Published on 3/30/2015 in the Prospect News Liability Management Daily.

Omega gives notice of change-of-control offer after Perrigo acquisition

By Jennifer Chiou

New York, March 30 – Perrigo Co. plc completed its acquisition Omega Pharma Invest NV and has assumed all of Omega’s outstanding debt, including several series of notes, according to an 8-K filing with the Securities and Exchange Commission.

As a result of the transaction, Omega issued a notice of termination for its roughly €500 million revolving credit facility and a notice of a change-of-control offer for the following:

• €135,043,889 of 5.1045% senior notes due 2023;

• $20 million of 6.19% senior notes due 2016. After hedging arrangements, the total amount for these notes is €16,247,000,

• €300 million of 5.125% retail bonds due 2017;

• €180 million of 4.5% retail bonds due 2017; and

• €120 million of 5% retail bonds due 2019.

In addition to the revolver, Omega had about €50 million available under certain overdraft facilities.

Perrigo acquired Omega in a cash and equity transaction valued at €3.8 billion, which includes the assumption of €1.3 billion of debt, according to a press release.

The 685,348,257 Omega shares acquired represent 95.77% of its issued and outstanding share capital.

“The combination of Perrigo and Omega creates an industry leading, global health care company with the operational structure and cash flow generation to accelerate our international growth even further,” Perrigo chairman, president and CEO Joseph C. Papa said in the release.

Based in Nazareth, Belgium, Omega develops prescription-free health and personal care products. It was founded in 1987. Based in Dublin, Ireland, Perrigo, a health care company and maker of generic and over-the-counter pharmaceuticals, has executive offices in Allegan, Mich.


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