Perrigo Company PLC Senior Unsecured Credit Facilities Commitment LetterPERRIGO Co PLC • November 12th, 2014 • Pharmaceutical preparations • New York
This Commitment Letter (including Exhibits A and B and the annexes hereto, the “Letter”) among J.P. Morgan Securities LLC (“JPMorgan”), JPMorgan Chase Bank, N.A. (“JPMCB”), Barclays Bank PLC (“Barclays”, collectively with JPMorgan and JPMCB, the “Finance Parties”, “we” or “us”; JPMCB and Barclays, collectively, the “Initial Lenders”) and Perrigo Company PLC (the “Company” or “you”) is delivered to you in connection with the proposed acquisition (the “Acquisition”) of an entity previously identified to us as “Oscar” (the “Target”) by you (or your subsidiary) and the consummation of the other Transactions (as defined in Exhibit A). Capitalized terms used but not defined herein have the meanings assigned to such terms in the New Term Sheets and Exhibit C (collectively, the “Term Sheets”).
AGREEMENT FOR THE SALE AND PURCHASE OF 685,348,257 SHARES OF OMEGA PHARMA INVEST NV REPRESENTING THE ENTIRE SHARE CAPITAL OF OMEGA PHARMA INVEST NV OTHER THAN 30,243,983 TREASURY SHARES HELD BY OMEGA PHARMA INVEST NV DATED 6 NOVEMBER 2014 BETWEEN...Stock Escrow Agreement • November 12th, 2014 • PERRIGO Co PLC • Pharmaceutical preparations
The remaining shares of the issued and outstanding share capital of the Company, being 30,243,983 shares, are held by the Company as treasury shares (the Treasury Shares).
Perrigo Company PLC Senior Unsecured 364-Day Bridge Facility Commitment LetterPERRIGO Co PLC • November 12th, 2014 • Pharmaceutical preparations • New York
This Commitment Letter (including Exhibit A hereto, the “Letter”) among J.P. Morgan Securities LLC (“JPMorgan”), JPMorgan Chase Bank, N.A. (“JPMCB”), Barclays Bank PLC (“Barclays”, collectively with JPMorgan and JPMCB, the “Finance Parties”, “we” or “us”) and Perrigo Company PLC (the “Company” or “you”) is delivered to you in connection with the proposed acquisition (the “Acquisition”) of an entity previously identified to us as “Oscar” (the “Target”) by you (or your subsidiary) and the consummation of the other Transactions (as defined in Exhibit A (the “Term Sheet”)). In connection therewith you have advised us that you wish to obtain commitments for €1.75 billion in interim bridge financing (the “Bridge Facility”) for the Acquisition having the terms set forth in the Term Sheet. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Term Sheet.
