Altaris Capital Partners, LLC reached a definitive agreement to acquire Generic Rx Pharmaceuticals business of Perrigo Company plc (NYSE:PRGO) for approximately $1.6 billion on March 1, 2021. As reported, the total consideration of $1.55 billion includes $1.5 billion in cash, subject to customary adjustments. As part of the consideration, Altaris will also assume more than $50 million in potential R&D milestone payments and contingent purchase obligations with third-party Rx partners. Following the transaction, the Rx Pharmaceuticals business will become a standalone independent company. The transaction is the final major portfolio reconfiguration step in consumer self-care transformation strategy of Perrigo Company. If the Agreement is terminated due to Altaris’s breach of the Agreement or failure to consummate the Transaction under certain circumstances, Altaris will be required to pay the Company a termination fee of $90 million in cash. For the fiscal year ended December 31, 2020, Generic Rx Pharmaceuticals business reported net sales of $975.1 million and adjusted operating income of $255.4 million. The management team and employees of Perrigo's Rx Pharmaceuticals business will partner with Altaris Capital Partners. The transaction is subject to antitrust and other customary closing conditions and is expected to close by the end of the third quarter of 2021. As per the release by Altaris Capital Partners, the acquisition is expected to close in calendar year 2021. The cash proceeds of $1.5 billion substantially enhances Perrigo's financial flexibility and optionality to create long-term shareholder value. After the transaction closes, Perrigo expects to have more than $2 billion in cash available to advance its consumer self-care strategy, preferably through prudent and revenue accretive M&A. Becker, Barbara L. of Centerview Partners LLC is serving as financial advisor and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Perrigo on the transaction. JPMorgan Chase & Co. (NYSE:JPM) is serving as lead financial advisor and Lead Left Arranger and Goldman Sachs & Co. is serving as financial advisor and Arranger to Altaris Capital. Derek Barella, Lauralyn G. Bengel, Olga Bogush, Chris L. Bollinger, Lawrence H. Heftman, Steve E. Isaacs, Ben Leese, Henry Lee Mann, Joshua R. More, Kevin M. Nelson, Sailesh K. Patel, Rachel A. Remke, David S. Sattelberger, Katherine S. Walton, Jin Yan, Alexander B. Young and Jason L. Zgliniec of Schiff Hardin LLP and Ken Reinker, Kathy Bradish and Kimberly Spoerri of Cleary Gottlieb are providing legal counsel to Altaris. Barry Levenfeld, together with Ben Sandler and David Roness with the assistance of Daniel Green, Ofir Levy, Shira Lahat, Shani Rapoport, Asaf Eylon, Tamar Tavory and Tani Sterman, Michael Portman and Alon Shemesh acted as legal advisors to Altaris Capital Partners, LLC. Barbara L. Becker of Gibson, Dunn & Crutcher LLP acted as financial advisor to Perrigo Company plc Altaris Capital Partners, LLC completed the acquisition of Generic Rx Pharmaceuticals business of Perrigo Company plc (NYSE:PRGO) on July 6, 2021.