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 25, 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, and Wachtell, Lipton, Rosen & Katz is serving as its legal counsel.

Perella Weinberg Partners is serving as financial advisor to Esteve, and Clifford Chance is serving as its legal counsel.