Exhibit 99.2
Notice of Guaranteed Delivery
to Tender for Exchange
1.30% Senior Notes due 2016
2.30% Senior Notes due 2018
4.00% Senior Notes due 2023
5.30% Senior Notes due 2043
of
Perrigo Company plc
Pursuant to the Prospectus Dated , 2014
The exchange offer and withdrawal rights will expire at 5:00 p.m.,
New York City time, on , 2014, unless extended (the “expiration date”).
The exchange agent for the exchange offer is:
Wells Fargo Bank, National Association
By registered mail or certified mail: Wells Fargo Bank, National Association MAC—N9303-121 Corporate Trust Operations P.O. Box 1517 Minneapolis, MN 55480-1517 | By regular mail or overnight courier: Wells Fargo Bank, National Association MAC—N9303-121 Corporate Trust Operations Sixth Street & Marquette Avenue | By hand: Wells Fargo Bank, National Association Northstar East Building— 12th floor Corporate Trust Services 608 Second Avenue South Minneapolis, Minnesota 55402 |
Facsimile (eligible institutions only): (612) 667-6282
Telephone inquiries: (800) 344-5128
This notice of guaranteed delivery, or one substantially equivalent to this form, must be used to accept the exchange offer (as defined below) if (1) certificates for the Issuer’s (as defined below) 1.30% Senior Notes due 2016, 2.30% Senior Notes due 2018, 4.00% Senior Notes due 2023 and 5.30% Senior Notes due 2043 (the “outstanding notes”) are not immediately available, (2) outstanding notes, the letter of transmittal, and all other required documents cannot be delivered to the exchange agent prior to the expiration date or (3) the procedures for delivery by book-entry transfer cannot be completed prior to the expiration date. This notice of guaranteed delivery may be transmitted by facsimile or delivered by mail, hand, or overnight courier to the exchange agent prior to the expiration date. See “The Exchange Offer—Procedures for Tendering Initial Notes—Guaranteed Delivery Procedure” in the prospectus.
Transmission of this notice of guaranteed delivery via facsimile to a number other than as set forth above or delivery of this notice of guaranteed delivery to an address other than as set forth above will not constitute a valid delivery.
This notice of guaranteed delivery is not to be used to guarantee signatures. If an “eligible guarantor institution” is required to guarantee a signature on a letter of transmittal pursuant to the instructions therein, such signature guarantee must appear in the applicable space provided in the signature box in the letter of transmittal.
Please read the accompanying instructions carefully
Ladies and Gentlemen:
The undersigned hereby tenders to Perrigo Company plc (the “Issuer”), upon the terms and subject to the conditions set forth in the prospectus and the letter of transmittal, receipt of which is hereby acknowledged, the aggregate principal amount of outstanding notes set forth below pursuant to the guaranteed delivery procedures set forth in the prospectus under the caption “The Exchange Offer—Procedures for Tendering Initial Notes—Guaranteed Delivery Procedure.” The undersigned hereby authorizes the exchange agent to deliver this notice of guaranteed delivery to the Issuer with respect to the outstanding notes tendered pursuant to the exchange offer.
The undersigned understands that tenders of the outstanding notes will be accepted only in principal amounts equal to $2,000 and integral multiples of $1,000 in excess thereof. The undersigned also understands that tenders of the outstanding notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date. For a withdrawal of a tender of outstanding notes to be effective, it must be made in accordance with the procedures set forth in the prospectus under “The Exchange Offer—Withdrawal of Tenders.”
The undersigned understands that the exchange of any exchange notes for outstanding notes will be made only after timely receipt by the exchange agent of (1) the certificates of the tendered outstanding notes, in proper form for transfer (or a book-entry confirmation of the transfer of such outstanding notes into the exchange agent’s account at The Depository Trust Company), and (2) a letter of transmittal (or a manually signed facsimile thereof) properly completed and duly executed with any required signature guarantees, together with any other documents required by the letter of transmittal (or a properly transmitted agent’s message), within three New York Stock Exchange, Inc. trading days after the execution hereof.
All authority herein conferred or agreed to be conferred by this notice of guaranteed delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this notice of guaranteed delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.
Please sign and complete
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| Signature(s) of registered holder(s) or authorized signatory | ||||||||
| Area code and telephone no.: | ||||||||
| Name(s) of registered holder(s): | ||||||||
| Series and principal amount of outstanding notes tendered*: | If outstanding notes will be delivered by book-entry transfer, provide information below: | |||||||
| Name of tendering institution: | ||||||||
| Certificate no.(s) of outstanding notes (if available): | Depository account no. with DTC: | |||||||
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* Must be in denominations of $2,000 and any integral | ||||||||
Do not send outstanding notes with this form. Outstanding notes should be sent to the exchange agent together with a properly completed and duly executed letter of transmittal or properly transmitted agent’s message.
This notice of guaranteed delivery must be signed by the holder(s) exactly as their name(s) appear(s) on certificate(s) for outstanding notes or on a security position listing as the owner of outstanding notes, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:
Please print name(s) and address(es)
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The guarantee below must be completed
Guarantee (Not to be used for signature guarantee)
The undersigned, an “eligible guarantor institution” meeting the requirements of the registrar for the outstanding notes, which requirements include membership or participation in the Securities Transfer Agents Medallion Program, or STAMP, or such other “signature guarantee program” as may be determined by the registrar for the outstanding notes in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, hereby guarantees that the outstanding notes to be tendered hereby are in proper form for transfer (pursuant to the procedures set forth in the prospectus under “The Exchange Offer—Procedures for Tendering Initial Notes—Guaranteed Delivery Procedures”), and that the exchange agent will receive (a) such outstanding notes, or a book-entry confirmation of the transfer of such outstanding notes into the exchange agent’s account at The Depository Trust Company, and (b) a properly completed and duly executed letter of transmittal (or facsimile thereof) with any required signature guarantees and any other documents required by the letter of transmittal, or a properly transmitted agent’s message, within three New York Stock Exchange trading days after the date of execution hereof.
The eligible guarantor institution that completes this form must communicate the guarantee to the exchange agent and must deliver the letter of transmittal, or a properly transmitted agent’s message, and outstanding notes, or a book-entry confirmation in the case of a book-entry transfer, to the exchange agent within the time period described above. Failure to do so could result in a financial loss to such eligible guarantor institution.
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