MIRA INFORM REPORT

Report Date :

12.09.2013

IDENTIFICATION DETAILS

Name :	PERRIGO API INDIA PRIVATE LIMITED (w.e.f. 29.10.2009)
Formerly Known As :	VEDANTS DRUGS AND FINE CHEMICALS PRIVATE LIMITED
Registered Office :	Plot No.N-39/N-39-1, Anand Nagar MIDC, Additional Ambernath, Ambernath (East), Thane - 421506, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	29.01.2003
Com. Reg. No.:	11-138910
Capital Investment / Paid-up Capital :	Rs.334.538 Millions
CIN No.: [Company Identification No.]	U24290MH2003PTC138910
PAN No.: [Permanent Account No.]	AABCV6155D
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of pharmaceutical medicines, bulk drugs.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (27)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 2200000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having a moderate track record. There appears continuous losses recorded by the company. However, trade relations are reported to be fair. Business is active. Payments are reported to be slow but correct. The company can be considered for business dealings with some caution.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – March 31^st, 2013

Country Name	Previous Rating (31.12.2012)	Current Rating (31.03.2013)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

We are living in a world where volatility and uncertainty have become the New Normal. We saw a change of government in countries like Tunisia, Egypt, Libya and Vietnam. Once powerful countries in Europe are now fighting for bankruptcy. We have taken growth in the developing part of the world for granted but economic growth in China and India has begun to slow. Companies that were synonymous with their product categories just a few years ago are now no longer in existence. Kodak, the inventor of the digital camera had to wind up its operations, HMV, the British entertainment retailing company and Borders, once the second largest bookstore have shut down due to their inability to evolve their business models with the changing time. Readers’ Digest, Thomson Register are no more !

There is another megatrend happening. The World order is changing as economic power shifts from West to East. According to McKinsey study, it took Britain more than 100 years to double its economic output per person during its industrial revolution and the US later took more than 50 years to do the same. More than a century later, China and India have doubled their GDP per capital in 12 and 18 years respectively. By 2020, emerging Asia will become the world’s largest consuming block, overtaking North America.

The years after the outbreak of the global financial crisis, the world economy continues to remain fragile. The Indian economy demonstrated remarkable resilience in the initial years of the contagion but finally lost ground last year. GDP growth slowed down. Currency has been weakening. There is a marked deceleration in agriculture, industry and services. Dampening sentiment led to a cut-back in investment as well as private consumption expenditure.  Inflation remained at high levels fuelled by the pressure from the food and fuel sectors. The large fiscal and current account deficit s continued to cause grave concern. It is imperative that India regains its growth trajectory of 8-9 % sooner than later. This is crucially important given the need to create gainful livelihood opportunities for the millions living in poverty as also the large contingent of young people joining the job market every year.

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

LOCATIONS

Registered Office / Factory :	Plot No.N-39/N-39-1, Anand Nagar MIDC, Additional Ambernath, Ambernath (East), Thane - 421506, Maharashtra
Tel. No.:	91-251-3983449
Fax No.:	Not Available
E-Mail :	info@vedants.com bhavin.ashar@perrigo.com
Website :	www.vedants.com http://www.perrigo.com
Marketing Office - UK	29, Harley Street, London W 1 G 9QR, United Kingdom
Tel. No.:	44-207-0162192
Fax No.:	44-207-6370419

DIRECTORS

As on 21.08.2012

Name :

Mr. Piyush Madhusudan Maheshwari

Designation :

Director

Address :

A903/904, Shikharkunj, Upper Govind Nagar, Malad (East), Mumbai-400097, Maharashtra, India

Date of Birth/Age :

29.01.1970

Date of Appointment :

06.08.2009

Pan No.:

AAHPM0944N

DIN No.:

00281672

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U24100MH1993PTC073203	VEDANT DYESTUFFS INTERMEDIATES PRIVATE LIMITED	Managing director	29/07/1993	29/07/1993	-	Active	NO
2	U74999MH2003PTC138529	AQUATRIUS BIOVENTURES PRIVATE LIMITED	Director	03/01/2003	03/01/2003	-	Strike off	NO
3	U24290MH2003PTC138910	PERRIGO API INDIA PRIVATE LIMITED	Director	06/08/2009	29/01/2003	-	Active	NO
4	U24230MH2005PTC156985	AZATRIUS PHARMACEUTICALS PRIVATE LIMITED	Director	18/10/2005	18/10/2005	-	Active	NO
5	U65993MH2008PTC179338	VEDANTS WEALTH MANAGEMENT PRIVATE LIMITED	Director	22/02/2008	22/02/2008	-	Active	NO
6	U15549RJ2009PTC028983	PIONEER NON FRIED FOODS PRIVATE LIMITED	Director	27/05/2009	27/05/2009	20/06/2012	Active	NO
7	U74900MH2010PTC198636	VEDANT COLOURS PRIVATE LIMITED	Director	07/01/2010	07/01/2010	-	Active	NO

Name :

Mr. Boaz Laor

Designation :

Director

Address :

4, Hatzalon Street, Binyamina-30500, Israel

Date of Birth/Age :

04.02.1952

Date of Appointment :

15.09.2010

DIN No.:

02484608

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U17110MH1979PTC021185	CHEMAGIS INDIA PRIVATE LIMITED	Director	06/11/2008	06/11/2008	-	Active	NO
2	U24290MH2003PTC138910	PERRIGO API INDIA PRIVATE LIMITED	Director	15/09/2010	05/08/2009	-	Active	NO

Name :

Mr. Shireesh Bhalchandra Ambhaikar

Designation :

Director

Address :

32, Meera Madhura CHS, Plot 87, A. Patwardhan Off s Bungalows, Andheri (West), Mumbai – 400053, Maharashtra, India

Date of Birth/Age :

14.04.1965

Date of Appointment :

21.08.2012

DIN No.:

05168069

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U24290MH2003PTC138910	PERRIGO API INDIA PRIVATE LIMITED	Director	21/08/2012	27/02/2012	-	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 21.08.2012

Names of Shareholders	No. of Shares
Piyush Maheshwari	1221177
Kusum Maheshwari	1253314
Poonam Maheshwari	1221177
Piyush Maheshwari (HUF)	25709
Vedant Dyestuffs and Intermediates Private Limited, India	107636
Vedant Wealth Management Private Limited, India	462500
Perrigo Netherlands BV, USA	28435729
Madhusudhan Maheshwari	726541
Total	33453783

Equity Share Break up (Percentage of Total Equity)

As on 21.08.2012

Category	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	85.00
Bodies corporate	1.70
Directors or relatives of Directors	13.30
Total	100.00

BUSINESS DETAILS

Line of Business :	Manufacturer of pharmaceutical medicines, bulk drugs.
Products :	Ammonium Lactate

PRODUCTION STATUS (As on 31.03.2010)

Particulars	Installed Capacity	Actual Production
API Plant	77000	3840

GENERAL INFORMATION

No. of Employees :	Not Available
Bankers :	Bank of India, Andheri Corporate Banking Branch, M .D .I Building, 28, S.V. Road, Andheri (West), Mumbai - 400058, Maharashtra, India

Banking Relations :
Auditors :
Name :	S. V. Ghatalia and Associates Chartered Accountants
Address :	14^Th Floor, The Ruby, 29 Senapati Bapat Marg, Dadar (West), Mumbai 4000028, Maharashtra, India
PAN N Income-tax PAN of auditor or auditor's firm :	AACFS6921Q
Holding Company:	· Perrigo Netherlands BV, Netherlands
Ultimate Holding Company:	· Perrigo Company USA, United States
Fellow Subsidiaries:	· Chemagis Limited, Israel · Perrigo UK Finco Limited, United Kingdom
Enterprises owned or significantly influenced by key management personnel (Mr. Piyush Maheshwari) or their relatives:	· Vedant Dyestuffs Intermediates Private Limited, India (Formerly known as Vedant Dyestuffs and Intermediates Private Limited) CIN: U24100MH1993PTC073203 · Vedants Wealth Management Private Limited, India CIN: U65993MH2008PTC179338

CAPITAL STRUCTURE

After 21.08.2012

Authorised Capital : Rs. 480.000 Millions

Issued, Subscribed & Paid-up Capital : Rs.334.538 Millions

As on 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
34000000	Equity Shares	Rs.10/- Each	Rs.340.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
33453783	Equity Shares	Rs.10/- Each	Rs.334.538 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	334.538	130.125
(b) Reserves & Surplus	207.813	205.302
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000
Total Shareholders’ Funds (1) + (2)	542.351	335.427
(3) Non-Current Liabilities
(a) long-term borrowings	1074.149	327.571
(b) Deferred tax liabilities (Net)	0.000	0.000
(c) Other long term liabilities	0.000	0.000
(d) long-term provisions	2.272	0.125
Total Non-current Liabilities (3)	1076.421	327.696
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000
(b) Trade payables	49.492	38.389
(c) Other current liabilities	23.515	97.099
(d) Short-term provisions	0.406	0.000
Total Current Liabilities (4)	73.413	135.488
TOTAL	1692.185	798.611
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	265.298	227.728
(ii) Intangible Assets	3.478	3.856
(iii) Capital work-in-progress	800.563	319.021
(iv) Intangible assets under development	0.000	0.000
(b) Non-current Investments	0.000	0.000
(c) Deferred tax assets (net)	0.000	0.000
(d) Long-term Loan and Advances	189.616	34.213
(e) Other Non-current assets	0.000	0.000
Total Non-Current Assets	1258.955	584.818
(2) Current assets
(a) Current investments	0.000	0.000
(b) Inventories	33.167	17.297
(c) Trade receivables	0.000	0.000
(d) Cash and cash equivalents	392.548	195.341
(e) Short-term loans and advances	7.286	0.580
(f) Other current assets	0.229	0.575
Total Current Assets	433.230	213.793
TOTAL	1692.185	798.611

SOURCES OF FUNDS		31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		130.125
2] Share Application Money		0.000
3] Reserves & Surplus		318.336
4] (Accumulated Losses)		(17.518)
NETWORTH		430.943
LOAN FUNDS
1] Secured Loans		0.000
2] Unsecured Loans		53.916
TOTAL BORROWING		53.916
DEFERRED TAX LIABILITIES		0.000
TOTAL		484.859
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		224.095
Capital work-in-progress		229.452
INVESTMENT		0.000
DEFERREX TAX ASSETS		0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	3.232
	Sundry Debtors	0.000
	Cash & Bank Balances	23.827
	Other Current Assets	0.000
	Loans & Advances	9.425
Total Current Assets		36.484
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	4.347
	Other Current Liabilities	0.736
	Provisions	0.089
Total Current Liabilities		5.172
Net Current Assets		31.312
MISCELLANEOUS EXPENSES		0.000
TOTAL		484.859

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	NA	2.404	0.000
		Other Income	NA		0.000
		TOTAL (A)	NA	2.404	0.000
Less	EXPENSES
		Personnel Expenses			0.353
		Operating and other Income			16.166
		TOTAL (B)	NA	NA	16.519
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		NA	NA	(16.519)
Less	FINANCIAL EXPENSES (D)		NA	NA	0.047
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		NA	NA	(16.566)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		NA	NA	0.825
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		NA	NA	(17.391)
Less	TAX (H)		NA	NA	0.000
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		(201.902)	(95.515)	(17.391)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(113.033)	(17.518)	(0.126)
	BALANCE / (LOSS) CARRIED TO THE B/S		NA	(113.033)	(17.518)
	IMPORTS
		Raw materials (including operational supplies)	21.105	16.699	2.631
		Packing Material	0.035	0.000	0.000
		Capital Goods	80.373	37.082	0.982
	TOTAL IMPORTS		101.513	53.781	3.613
	Earnings / (Loss) Per Share (Rs.)		(8.69)	(7.34)	(1.70)

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	NA	3973.17	(0.00)
Net Profit Margin (PBT/Sales)	(%)	NA	NA	(0.00)
Return on Total Assets (PBT/Total Assets}	(%)	NA	NA	(6.67)
Return on Investment (ROI) (PBT/Networth)		NA	NA	(0.04)
Debt Equity Ratio (Total Debt /Networth)		1.98	0.98	0.13
Current Ratio (Current Asset/Current Liability)		5.90	1.58	7.05

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last two years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	--
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	--
22]	Litigations that the firm / promoter involved in	--
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	--
26]	Buyer visit details	--
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	Yes
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

Note: No Charges Exist for Company

UNSECURED LOAN

PARTICULARS	31.03.2012 (Rs. in Millions)	31.03.2011 (Rs. in Millions)
Long-term Borrowings
Rupee term loans from banks	235.000	0.000
Term loans from others	715.310	278.374
Intercorporate borrowings	49.197	49.197
Loans and advances from related parties	74.642	0.000
Total	1074.149	327.571

FIXED ASSETS

Tangible assets

· Land

· Buildings

· Factory building

· Other building

· Furniture and fixtures

· Office equipment

· Computer equipments

· Other equipments

Intangible assets

· Computer software

PRESS RELEASES

PERRIGO COMPANY TO ACQUIRE ELAN CORPORATION, PLC FOR US$ 8.6 BILLION, ESTABLISHING PREMIER GLOBAL HEALTHCARE COMPANY

JULY 29, 2013

· Establishes a differentiated platform for further international expansion

· Strengthens business and financial profile with highly diversified revenue streams and enhanced cash flows Creates a combined entity with industry-leading revenue, adjusted EBITDA and earnings growth rates Immediately accretive to Perrigo’s adjusted earnings per share in 2014

· Creates opportunity for substantial after-tax annual operating expense and tax savings of more than US$ 150 million¹

· Elan shareholders to receive US$ 6.25 in cash and 0.07636 shares of New Perrigo for each Elan share, valuing each Elan share at US$ 16.50 based on the closing price per Perrigo share on 26 July 2013

ALLEGAN, Mich. and DUBLIN, Ireland–(BUSINESS WIRE)– Perrigo Company (NYS: PRGO) , a leading global provider of quality, affordable healthcare products (“Perrigo”) and Elan Corporation, plc (NYS: ELN) (“Elan”), a leading biotechnology company headquartered in Ireland, today announced that, following a formal sale process conducted by Elan, Perrigo and Elan have entered into a definitive agreement (the “Transaction Agreement”) under which Elan will be acquired by a new holding company incorporated in Ireland (“New Perrigo”). The cash and stock transaction, which is valued at approximately US$ 8.6 billion based on the closing price of Perrigo shares on 26 July 2013 (US$ 6.7 billion excluding Elan’s cash on hand), will create a global healthcare company with an industry-leading growth profile and the geographic scale and scope to continue building a truly differentiated business.

“Through this transaction, Perrigo establishes a diversified platform for further international expansion,” stated Perrigo Chairman and CEO, Joseph C. Papa. “We believe this transaction is compelling for Elan shareholders and fully takes into account the value of Elan’s assets, including a large cash balance and a double-digit royalty claim on Tysabri, ablockbuster product that generated revenues of US$ 1.6 billion last year and has been growing at a compound annual growth rate of 19%. We believe the combination of Perrigo and Elan will create an industry-leading global healthcare company with the balance sheet liquidity and operational structure to accelerate our growth and capitalize on international market opportunities.”

Mr. Robert A. Ingram, Chairman of Elan, commented, “This is an excellent transaction for Elan shareholders and provides them with cash consideration as well as the opportunity to benefit from the potential upside value of the new company. Joe Papa and his team have demonstrated exceptional capability and delivery of results in building a premier healthcare company over the past number of years. We have the confidence in Joe and his leadership team to continue to grow and expand its presence on a global scale.”

Additionally, Elan CEO Mr. G. Kelly Martin, said, “The Elan platform has been constructed over the years to provide a unique and compelling investment thesis for our shareholders. This transaction underscores the tremendous value of Elan’s platform. The new combined company should deliver value, growth and diversification to shareholders for many years to come.”

The proposed transaction, which has been unanimously approved by the respective boards of directors of Perrigo and Elan, is expected to close by the end of calendar year 2013. At the close of the transaction, Perrigo and Elan will be combined under New Perrigo, a new company incorporated in Ireland, where Elan is incorporated today. New Perrigo, which is expected to be called Perrigo Company plc or a variant thereof, will be led by Perrigo’s current leadership team.

Elan’s current business portfolio includes royalties from Multiple Sclerosis (MS) treatment Tysabri (marketed and distributed by Biogen Idec, Inc.), along with a neuropsychiatric pipeline with near term value-creating opportunities. Tysabri had a 19% compound annual growth rate over the 2008-2012 period. Elan currently earns a 12% royalty on global net sales of Tysabri. From 1 May 2014 onwards, the royalty increases to 18% on annual net sales up to US$ 2.0 billion, and to 25% on annual net sales above this amount. The Tysabri cash flows are highly sustainable with multiple barriers to entry, analogous to the fundamentals of Perrigo’s core business. Further upside exists if Tysabri is approved for Secondary Progressive MS.

Under the terms of the Transaction Agreement, at the closing of the acquisition, Elan shareholders will receive US$ 6.25 in cash and 0.07636 shares of New Perrigo for each Elan share. The transaction values each Elan share at US$ 16.50 based on the closing price of Perrigo shares on 26 July 2013, which represents a premium of approximately 10.5% compared to the closing price of Elan American Depositary Shares on 26 July 2013, the last trading day prior to the date of this announcement. The transaction values the entire share capital of Elan at approximately US$ 8.6 billion based on Perrigo’s closing share price on 26 July 2013. Net of cash, the transaction is valued at US$ 6.7 billion. Perrigo shareholders will receive one share of New Perrigo for each share of Perrigo that they own upon closing and US$ 0.01 per share in cash. The transaction will be taxable, for U.S. federal income tax purposes, to both the Elan shareholders and the Perrigo shareholders.

Immediately after the closing of the transaction, Perrigo shareholders are expected to own approximately 71% of the combined company while Elan shareholders are expected to own approximately 29%. Shares of New Perrigo will be registered with the U.S. Securities and Exchange Commission (the “SEC”) and are expected to trade on the New York Stock Exchange and the Tel Aviv Stock Exchange.

PERRIGO TO ACQUIRE ELAN FOR $8.6 BILLION

MONDAY, JULY 29, 2013

Allegan, Mich.-based Perrigo, a global provider of healthcare products and Elan, a Dublin-based biotechnology company, have entered into a definitive agreement under which Elan will be acquired by a new holding company incorporated in Ireland (“New Perrigo”).

The cash and stock transaction is valued at approximately $8.6 billion, based on the closing price of Perrigo shares on July 26. Net of cash, the transaction is valued at $6.7 billion.

Elan put itself up for sale in mid-June following a contentious four-month acquisition battle with Royalty Pharma. Royalty Pharma withdrew its $6.7 billion takeover offer June 18 after Elan shareholders voted in favor of a share buyback plan.

The proposed transaction, which has been unanimously approved by the boards of both Perrigo and Elan, is expected to close by the end of calendar year 2013. Perrigo and Elan then will be combined under New Perrigo, a new company incorporated in Ireland, where Elan is incorporated. New Perrigo, expected to be called Perrigo Company or a variant thereof, will be led by Perrigo’s current leadership team.

“Through this transaction, Perrigo establishes a diversified platform for further international expansion,” said Perrigo chairman and CEO, Joseph C. Papa. “We believe this transaction is compelling for Elan shareholders and fully takes into account the value of Elan’s assets, including a large cash balance and a double-digit royalty claim on Tysabri, a blockbuster product that generated revenues of $1.6 billion last year and has been growing at a compound annual growth rate of 19%. We believe the combination of Perrigo and Elan will create an industry-leading global healthcare company with the balance sheet liquidity and operational structure to accelerate our growth and capitalize on international market opportunities.”

Robert A. Ingram, chairman of Elan, said, “This is an excellent transaction for Elan shareholders and provides them with cash consideration as well as the opportunity to benefit from the potential upside value of the new company.”

Elan CEO G. Kelly Martin said, “The Elan platform has been constructed over the years to provide a unique and compelling investment thesis for our shareholders. This transaction underscores the tremendous value of Elan's platform. The new combined company should deliver value, growth and diversification to shareholders for many years to come.”

Elan’s current business portfolio includes royalties from multiple sclerosis treatment Tysabri (marketed and distributed by Biogen Idec), along with a neuropsychiatric pipeline with near term value-creating opportunities. Tysabri had a 19% compound annual growth rate from 2008 to 2012; Elan currently earns a 12% royalty on global net sales. Beginning May 1, 2014, the royalty increases to 18% on annual net sales up to $2 billion, and to 25% on annual net sales above that amount. The Tysabri cash flows are highly sustainable with multiple barriers to entry, analogous to the fundamentals of Perrigo’s core business. Further upside exists if Tysabri is approved for secondary progressive MS.

At the closing of the acquisition, Elan shareholders will receive $6.25 in cash and 0.07636 shares of New Perrigo for each Elan share. The transaction values each Elan share at $16.50, based on the closing price of Perrigo shares on July 26, 2013, which represents a premium of 10.5% compared to the closing price of Elan American Depositary Shares on July 26, 2013. Perrigo shareholders will receive one share of New Perrigo for each share of Perrigo that they own upon closing and $0.01 per share in cash.

Immediately after the closing, Perrigo shareholders are expected to own approximately 71% of the combined company, while Elan shareholders are expected to own approximately 29%. Shares of New Perrigo will be registered with the SEC and are expected to trade on the New York Stock Exchange and the Tel Aviv Stock Exchange.

Perrigo outlined a number of key benefits of the acquisition: Its operating base in Ireland will serve as a business hub and a gateway for expansion into international markets; the new company’s scale, resources and corporate structure will drive strategic initiatives and investments; and its differentiated business model is well-positioned to continue growth in core markets and to expand to other international markets. In addition, the companies point to a highly diversified revenue stream, strong pro forma cash flows support an investment grade credit profile and a robust and sustainable growth outlook. They also said the acquisition will enhance revenue, adjusted EBITDA and earnings growth rates, and expands margins.

The purchase will be immediately accretive to Perrigo adjusted earnings per share in 2014. The combination is expected to result in more than $150 million of recurring after-tax annual operating expense and tax savings, resulting from elimination of redundant public company costs while optimizing back-office support and the global R and D functions. Additionally, tax savings are expected from the combined company being incorporated in Ireland with organizational, operations and capitalization structures that will enable the combined company to more efficiently manage its global cash and treasury operations.

“We are very impressed with the accomplishments of Elan’s leadership team,” said Papa. “Over the past decades, they have built a company that delivers high-quality healthcare products with a focus on innovations in science to fill significant unmet medical needs around the world. This strategic transaction aligns with Perrigo’s acquisition strategy and our previously-stated intentions to grow our international business. We expect New Perrigo to create tremendous value for our shareholders for years to come.”

Perrigo has secured $4.35 billion in bridge financing commitments which, in addition to Perrigo cash on hand, will finance the cash portion of the transaction, pay fees and expenses related to the transaction and refinance Perrigo’s existing indebtedness. Perrigo plans to refinance and repay the bridge borrowings through new debt issuances and the use of Elan cash on hand.

Launched as a packager of generic home remedies in 1887, Perrigo has grown to become a global provider of healthcare products. It develops, manufactures and distributes over-the-counter (OTC) and generic pharmaceuticals, infant formulas, nutritional products, animal health, dietary supplements and active pharmaceutical ingredients (API). The company’s primary markets include the U.S., Israel, Mexico, the U.K., India, China and Australia.

New Perrigo is a private limited company incorporated in Ireland solely for the purpose of effecting the Elan acquisition. New Perrigo will be converted, pursuant to the Irish Companies Acts 1963–2012, to a public limited company.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.63.90
UK Pound	1	Rs.100.47
Euro	1	Rs.84.65

INFORMATION DETAILS

Report Prepared by :

KVT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	3
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		27

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
NB		NEW BUSINESS

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.