EX-99.1 3 d89351dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Perrigo Announces Proposed Divestiture of Dermacosmetics Business for up to €327 Million Proposed Divestiture Advances Company’s ‘Three-S’ Plan to Streamline its Portfolio and Strengthen Focus on its ‘High-Grow’ Brands Total Consideration of Up to €327 Million, Consisting of €300 Million in Upfront Cash and Up to €27 Million in Potential Future Milestone Payments Expected Net Proceeds to be Directed Towards Previously Announced Capital Allocation Priorities, Including Further Strengthening the Company’s Balance Sheet Dublin, Ireland - July 14, 2025 - Perrigo Company plc (NYSE: PRGO) (“Perrigo” or the “Company”), a leading global provider of Consumer Self-Care Products, today announced it has signed an agreement with Kairos Bidco AB, an investment vehicle managed by KKR, a leading global investment firm, to sell its Dermacosmetics branded business for up to €327 million, including €300 million in upfront cash and up to an additional €27 million contingent on the achievement of net sales milestones over the next three years. This proposed transaction advances the Company’s Three-S plan to Stabilize, Streamline and S…
Open exhibit ↗Current Report · Items 1.01, 7.01, 9.01 · 8-K
PERRIGO COMPANY PLC
PRGONYSEEQUITYCurrent
Entry into a Material Definitive Agreement · Regulation FD Disclosure
ITEM 1.01. Entry into a Material Definitive Agreement On July 13, 2025, Perrigo Company plc (the “Company”) entered into a Master Sale and Purchase Agreement (the “Agreement”) with Kairos Bidco AB (“Kairos”), an investment vehicle managed by an affiliate of KKR & Co., Inc.…
Company context
Perrigo Company plc (NYSE: PRGO) is a leading provider of Consumer Self-Care Products and over-the-counter (OTC) health and wellness solutions that enhance individual well-being by empowering consumers to proactively prevent or treat conditions that can be self-managed.
Current securities
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
ITEM 1.01. Entry into a Material Definitive Agreement
On July 13, 2025, Perrigo Company plc (the “Company”) entered into a Master Sale and Purchase Agreement (the “Agreement”) with Kairos Bidco AB (“Kairos”), an investment vehicle managed by an affiliate of KKR & Co., Inc. (“KKR”), pursuant to which, and subject to the terms and conditions set forth therein, the Company agreed to sell and Kairos agreed to acquire (1) all of the shares in Aco Hud Nordic AB, a Swedish private corporation (aktiebolag) (the “Target”) and (2) various assets relating to the manufacture, packaging, sale and distribution of certain cosmetic products, medicinal products and medical devices related to the Company’s Dermacosmetics branded business in Northern Europe, the Netherlands and Poland (together with the Target, the “Dermacosmetics Business” and such sale, the “Transaction”).
The Transaction is expected to close in the first quarter of 2026, subject to the satisfaction or waiver of customary closing conditions, including, among others: (1) receipt of regulatory approvals in certain jurisdictions, (2) consummation of pre-closing restructuring transactions with respect to the Target, (3) completion of works council consultation procedures in certain countries and (4) the closing of KKR’s previously announced proposed acquisition of Karo Healthcare.
At the closing of the Transaction, Kairos will make a cash payment to the Company of €300 million, subject to customary adjustments for inventory, working capital, debt and cash. After the closing of the Transaction, the Company will provide certain transition services to Kairos in exchange for a service fee. In addition, the Company is entitled to additional contingent cash consideration of up to €27 million upon achievement of certain performance thresholds by the Dermacosmetics Business over a three-year period.
The Agreement contains customary representations, warranties and covenants by each party that are subject, in some cases, to specified exceptions and qualifications. The covenants relate to, among other things, the Company’s agreement or obligation to: (1) operate the Dermacosmetics Business in all material respects in the ordinary course between the signing of the Agreement and the closing of the Transaction, (2) refrain from taking certain types of actions without Kairos’s prior written consent, (3) adhere to certain obligations in preparation of the transfer of certain employees, (4) continue investing in the marketing of the Dermacosmetics Business, (5) provide certain support to Kairos in connection with the transition of the Dermacosmetics Business and (6) entry into customary non-compete and non-solicitation agreements.
The Agreement may be terminated by mutual written agreement of the Company and Kairos or by either the Company or Kairos in the case of failure to complete the closing of the Transaction within 18 months after the signing of the Agreement.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement. A copy of the Agreement is attached hereto as Exhibit 2.1, and the terms of the Agreement are incorporated herein by reference. The Agreement contains representations, warranties and covenants that the respective parties made to each other as of the dates specified therein. The assertions embodied in those representations, warranties and covenants were made, and will be made, for purposes of the contracts among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreements. The representations, warranties and covenants in the Agreement are also modified in important part by the related disclosure schedules thereto, which are not filed publicly and which may be subject to a contractual standard of materiality different from that generally applicable to communications with shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. The Company does not believe that these disclosure schedules contain information that is material to an investment decision. Investors are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective affiliates.
Item 7.01Item 7.01 - Regulation FD Disclosure
ITEM 7.01. Other Information
On July 14, 2025, Perrigo issued a press release announcing the entry into the Agreement, a copy of which is attached hereto as Exhibit 99.1. Perrigo undertakes no obligation to update, supplement or amend the press release attached hereto as Exhibit 99.1.
The information in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.