Esteve Healthcare S.L. completed the acquisition of HRA Pharma Rare Diseases America, LLC from Perrigo Company plc.
July 09, 2024
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Esteve Healthcare S.L. signed a binding offer to acquire HRA Pharma Rare Diseases America, LLC from Perrigo Company plc (NYSE:PRGO) for approximately ?280 million on April 24, 2024. Esteve Healthcare S.L. entered into a Purchase and Sale Agreement to acquire HRA Pharma Rare Diseases America, LLC from Perrigo Company plc on July 3, 2024. As reported, the total consideration of up to ?275 million consists of an upfront cash payment of ?190 million and up to ?85 million in potential earnout payments based on the Rare Diseases business achieving certain sales milestones. Following the information and consultation process with HRA Pharma Works Council in France, Perrigo would be able to exercise the put option granted by ESTEVE and enter into a definitive agreement with ESTEVE for the sale of the Rare Diseases business. The transaction is subject to the satisfaction of the HRA Works Council consultation and customary closing conditions, including receipt of regulatory approvals and is expected to close during the third quarter of 2024. Morgan Stanley & Co. LLC is serving as financial advisor to Perrigo Company plc, and Igor Kirman, Esq., Victor Goldfeld, Esq., and Eric M. Feinstein, Esq. of Wachtell, Lipton, Rosen & Katz is serving as its legal counsel. Perella Weinberg Partners is serving as financial advisor to Esteve Healthcare, S.L. and Guillermo Guardia and Jose Maria Vilaseca of Clifford Chance, S.L.P. acted as its legal counsel.
Esteve Healthcare S.L. completed the acquisition of HRA Pharma Rare Diseases America, LLC from Perrigo Company plc on July 10, 2024. In 2023, the HRA Pharma Rare Diseases business delivered net sales of approximately ?50 million and adjusted EBITDA of approximately ?20 million. Satisfaction of all required conditions precedent, including receipt of regulatory approvals completed.
Perrigo Company plc is a provider of over the counter (OTC) health and wellness solutions that are designed to enhance individual well-being. Its segments include Consumer Self-Care Americas (CSCA) and Consumer Self-Care International (CSCI). The CSCA segment comprises of its consumer self-care business in the United States and Canada. It primarily provides its customers self-care products that are sold and marketed under the customer's own brands and/or exclusive brands. The CSCI segment comprises of its consumer self-care business outside of the United States and Canada, primarily in Europe and Australia. These products are developed, manufactured, marketed, and distributed by the Company. Its product categories include Upper Respiratory, Pain and Sleep-Aids, Skincare and Personal Hygiene, Digestive Health, and Nutrition. Its primary branded products are sold under brand names Compeed, Dr. Fresh, Firefly, Good Sense, Mederma, Nasonex, Solpadeine, Coldrex, and Physiomer, among others.
PERRIGO COMPANY PLC 
