FORM 8.3
IRISH TAKEOVER
PANEL
DISCLOSURE UNDER
RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES,
2007 (AS AMENDED)
DEALINGS BY
PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR
MORE
1. KEY
INFORMATION
| Name
of person dealing (Note 1) |
Pentwater
Capital Management LP |
|
Company dealt in |
Perrigo
Company Plc |
| Class
of relevant security to which the dealings being disclosed relate
(Note 2) |
Ordinary
Shares |
| Date
of dealing |
July 28, 2015 |
2. INTERESTS AND
SHORT POSITIONS
(a) Interests and short
positions (following dealing) in the class of relevant security
dealt in(Note 3)
| Class of relevant
security: |
€0.001
ordinary shares |
|
Interests |
Short
positions |
| Number |
% |
Number |
% |
| (1) Relevant
security |
2,000,000 |
1.37% |
|
|
| (2) Derivatives
(other than options): |
|
|
|
|
| (3)
Options and agreements to purchase/sell: |
1,960,000 |
1.34% |
2,710,700 |
1.85% |
TOTAL: |
3,960,000 |
2.71% |
2,710,700 |
1.85% |
(b) Interests and short
positions in relevant securities of the company, other than the
class dealt in (Note 3)
| Class of relevant
security: |
|
|
Interests |
Short
positions |
| Number |
% |
Number |
% |
| (1) Relevant
security |
|
|
|
|
| (2) Derivatives
(other than options): |
|
|
|
|
| (3) Options and
agreements to purchase/sell: |
|
|
|
|
TOTAL: |
|
|
|
|
3. DEALINGS (Note
4)
(a) Purchases and
sales
Purchase/sale
|
Number of relevant
securities |
Price per unit
(Note 5) |
|
Sale |
80,000 |
189.96 USD |
|
Sale |
33,579 |
189.30 USD |
|
Sale |
15,000 |
190.00 USD |
|
Sale |
101,421 |
190.03 USD |
(b) Derivatives
transactions (other than options transactions)
Product
description
e.g. CFD |
Nature of
transaction (Note 6) |
Number of relevant
securities (Note 7) |
Price per unit
(Note 5) |
|
|
|
|
(c) Options transactions
in respect of existing relevant securities
(i) Writing,
selling, purchasing or varying
| Product name
e.g. call option |
Writing, selling,
purchasing, varying etc. |
Number of
securities to which option relates |
Exercise
price |
Type
e.g. American, European etc. |
Expiry
date |
Option money paid/
received per unit |
|
Put option |
Selling |
30,000 |
185.00 |
American |
8/21/15 |
3.45 USD |
|
Put
option |
Selling |
90,000 |
185.00 |
American |
8/21/15 |
2.94 USD |
|
Put option |
Selling |
71,100 |
190.00 |
American |
8/21/15 |
4.95 USD |
| Call
option |
Writing |
71,100 |
195.00 |
American |
8/21/15 |
3.48 USD |
|
Call
option |
Writing |
30,000 |
200.00 |
American |
8/21/15 |
2.29 USD |
| Call
option |
Writing |
90,000 |
200.00 |
American |
8/21/15 |
2.21 USD |
| Put
option |
Writing |
100,000 |
185.00 |
American |
8/21/15 |
3.20 USD |
|
Call
option |
Writing |
100,000 |
200.00 |
American |
8/21/15 |
2.10 USD |
(ii) Exercising
Product
name
e.g. call option |
Number of
securities |
Exercise price per
unit (Note 5) |
|
|
|
|
|
|
(d) Other dealings
(including transactions in respect of new securities. (Note4)
Nature of
transaction
(Note 8) |
Details |
Price per unit (if
applicable) (Note 5) |
|
|
|
4. OTHER
INFORMATION
Agreements,
arrangements or understandings relating to options or
derivatives
| Full details of any
agreement, arrangement or understanding between the person
disclosing and any other person relating to the voting rights of
any relevant securities under any option referred to on this form
or relating to the voting rights or future acquisition or disposal
of any relevant securities to which any derivative referred to on
this form is referenced. If none, this should be stated. |
|
| Is a
Supplemental Form 8 attached? (Note 9) |
YES |
| Date
of disclosure: |
July 29,
2015 |
|
Contact name: |
Neal
Nenadovic |
|
Telephone number: |
(312)
589-6405 |
| If a
connected EFM, name of offeree/offeror with which
connected |
|
| If a
connected EFM, state nature of connection (Note 10) |
|
SUPPLEMENTAL FORM 8
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1 AND RULE 8.3 OF THE IRISH TAKEOVER
PANEL ACT, 1997, TAKEOVER RULES, 2007 (AS AMENDED)
DETAILS OF OPEN POSITIONS
(This form should be attached to Form 8.1(a) & (b)(i), Form
8.1(b)(ii) or Form 8.3, as appropriate)
OPEN POSITIONS (Note 1) |
|
| Product name, e.g.
call option |
Written or
purchased |
Number of relevant
securities to which the option or derivative relates |
Exercise price
(Note 2) |
Type, e.g.
American, European etc. |
Expiry date |
|
| Call option |
Purchased |
100,000 |
190. 0 USD |
American |
11/20/15 |
|
| Call option |
Purchased |
20,000 |
210.0 USD |
American |
08/21/15 |
|
| Put option |
Purchased |
(680,000) |
185.0 USD |
American |
08/21/15 |
|
| Put option |
Purchased |
(100,000) |
185.0 USD |
American |
11/20/15 |
|
| Put option |
Purchased |
(19,600) |
190.0 USD |
American |
08/21/15 |
|
| Put option |
Purchased |
(100,000) |
175.0 USD |
American |
11/20/15 |
|
| Put option |
Purchased |
(120,000) |
190.0 USD |
American |
11/20/15 |
|
| Put option |
Purchased |
(50,000) |
175.0 USD |
American |
01/15/16 |
|
| Put option |
Purchased |
(1,000,000) |
180.0 USD |
American |
01/15/16 |
|
| Call option |
Written |
(321,100) |
195. 0 USD |
American |
08/21/15 |
|
| Call option |
Written |
(220,000) |
200.0 USD |
American |
08/21/15 |
|
| Call option |
Written |
(100,000) |
230.0 USD |
American |
08/21/15 |
|
| Put option |
Written |
100,000 |
150.0 USD |
American |
08/21/15 |
|
| Put option |
Written |
200,000 |
145.0 USD |
American |
08/21/15 |
|
| Put option |
Written |
1,000,000 |
175.0 USD |
American |
08/21/15 |
|
| Put option |
Written |
100,000 |
185.0 USD |
American |
08/21/15 |
|
| Put option |
Written |
100,000 |
190.0 USD |
American |
08/21/15 |
|
| Put option |
Written |
140,000 |
195.0 USD |
American |
08/21/15 |
|
| Put option |
Written |
100,000 |
135.0 USD |
American |
11/20/15 |
|
| Put option |
Written |
100,000 |
160.0 USD |
American |
11/20/15 |
|
Notes
1.
Where there are open option positions or open derivative positions
(except for CFDs), full details should be given. Full details of
any existing agreements to purchase or to sell must also be given
on this form.
2. For all prices and other
monetary amounts, the currency must be stated.
For full details of disclosure requirements, see Rule 8 of the
Rules. If in doubt, consult the Panel.