All persons and entities excluding the defendants who 1) purchased or otherwise acquired the common stock of Perrigo Company PLC between April 21, 2015, and May 2, 2017, on the New York Stock Exchange or any other trading center within the United States, and/or 2) purchased or otherwise acquired the common stock of Perrigo between April 21, 2015 and May 2, 2017, on the Tal Aviv Stock Exchange, and/or 3) owned Perrigo common stock as of November 12, 2015 and held such stock through at least 8:00 a.m. on November 13, 2015 (whether or not a person tendered their shares in response to the tender offer of Mylan, N.V..

Perrigo Company PLC Common Stock

The complaint alleges that Perrigo Company plc (“Perrigo”), along with certain officers and directors, engaged in material misrepresentations and omissions related to the company’s growth prospects, integration of Omega Pharma N.V. (“Omega”), the valuation of its Tysabri royalty stream, and its response to Mylan’s tender offer. It contends Perrigo disseminated misleading statements regarding its organic growth, despite a slowdown to minimal levels before the class period. Moreover, despite Perrigo’s extensive due diligence revealing significant integration challenges with Omega, including IT system incompatibilities, regulatory hurdles, and resistance from Omega management, Perrigo touted unrealistic synergies from the acquisition. Significantly, the allegations highlight Perrigo’s engagement in anti-competitive pricing practices within its Generic Rx Division, with evidence of collusion among generic drug manufacturers leading to unwarranted price hikes, boosting Perrigo’s financial results. Additionally, Perrigo is accused of misrepresenting the value of the Tysabri royalty stream by failing to account for its declining fair value in accordance with GAAP, thereby misleading investors about the company’s financial health.

Central to the allegations is Perrigo’s conduct in response to a tender offer from Mylan. In 2015, Mylan made an unsolicited bid to purchase Perrigo for $205 per share, a significant premium over its trading price. To thwart Mylan’s tender offer, Perrigo is alleged to have made inflated profit forecasts and misrepresented the integration success with Omega and the company’s organic growth prospects. Despite promises of accuracy and care under the Irish Takeover Rules, Perrigo issued aggressive and unrealistic profit forecasts based on assumptions that were neither accurate nor objective. When the truth about Perrigo’s misrepresentations began to emerge, including lowered earnings guidance, the announcement of significant impairment charges related to Omega, and the sale of the Tysabri royalty stream for billions less than its book value, Perrigo’s stock price significantly declined. These disclosures not only revealed the flawed basis of Perrigo’s resistance to Mylan’s offer but also led to significant losses for investors who had been misled by Perrigo’s inflated claims and reassurances during the tender offer period. The complaint argues that these actions by Perrigo and the individual defendants constituted violations of federal securities laws, causing substantial harm to investors who relied on the company’s financial reporting and market disclosures, especially during the critical period of Mylan’s tender offer.

Class action on behalf of all persons and entities excluding the defendants who 1) purchased or otherwise acquired the common stock of Perrigo Company PLC between April 21, 2015, and May 2, 2017, on the New York Stock Exchange or any other trading center within the United States, and/or 2) purchased or otherwise acquired the common stock of Perrigo between April 21, 2015 and May 2, 2017, on the Tal Aviv Stock Exchange, and/or 3) owned Perrigo common stock as of November 12, 2015 and held such stock through at least 8:00 a.m. on November 13, 2015 (whether or not a person tendered their shares in response to the tender offer of Mylan, N.V.. The defendants are charged with violations of the federal securities laws under the Securities Exchange Act of 1934, specifically Sections 10(b), 14(e), and 20(a).