Health Care, Human Resources, and Manufacturing

Drug maker revamps board in deal with investor

February 7, 2017
TAGS Perrigo
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Perrigo receives FDA approval for three new infant formulas
Perrigo’s infant-formula plants in Ohio and Vermont supply store-brand products across the globe. Courtesy Perrigo

Citing the need to enhance shareholder value, a drug maker has reached an agreement with one of its investors to re-organize its board of directors.

Perrigo Company, which is based in Dublin and operates its North American base in Allegan, said today it has finalized an agreement with New York-based Starboard Value, which owns about 6.7 percent of Perrigo’s shares, to change the membership of the Perrigo Board of Directors.

New members

New members will include Jeffrey Smith, Starboard’s CEO and chief investment officer, Bradley Alford, an operating partner at Boston-based Advent International Corporation, and Jeffrey Kindler, a venture partner at Lux Capital and CEO of Centrexion Therapeutics Corp. in New York. Their appointments are effective immediately.

Outgoing members

Current directors Herman Morris, founder and principal of Memphis, Tennessee-based Morris Law Firm, Shlomo Yanai, an Israel-based executive who serves on several pharmaceutical company boards, Michael Jandernoa, founder of Grand Rapids-based Jandernoa Investment Group, and Gary Kunkle, former chairman and CEO of Dentsply International in York, Pennsylvania, will step down from the board effective immediately.

Current board

Perrigo’s Board of Directors will be composed of the following 10 members until the appointment of two additional board members: Bradley Alford, Laurie Brlas, Gary Cohen, John Hendrickson, Ellen Hoffing, Jeffrey Kindler, Donal O’Connor, Geoffrey Parker, Theodore Samuels and Jeffrey Smith.

Pending appointments

Starboard Value will recommend two independent directors to the board at a future date, one to replace current board director Ellen Hoffing, who will step down, and one to bring the total number of directors up to 11.

“Fresh perspectives”

“Since our respective appointments in April 2016, John Hendrickson (Perrigo CEO and board member) and I have been committed to bringing new energy and fresh perspectives to Perrigo,” said Laurie Brlas, Perrigo’s board chair. “We are pleased to have reached this agreement with Starboard and look forward to working closely with the new directors to create value for our shareholders.

“On behalf of the Perrigo Board and management team, I want to thank Michael Jandernoa, Gary Kunkle, Herman Morris and Shlomo Yanai for their commitment to Perrigo’s shareholders and significant contributions to the company as a whole throughout their tenure.”

The complete agreement between Perrigo and Starboard will be filed with the Securities and Exchange Commission.

Perrigo

Perrigo Company, a global over-the-counter, or OTC, consumer goods and pharmaceutical company, was founded in Allegan in 1887 as a packager of generic home remedies.

Now headquartered in Dublin, Ireland, the company makes OTC products and supplies infant formulas and topical medications across a variety of product categories and geographies in North America, Europe and Australia, as well as Israel and China.

Starboard Value

Starboard Value is a New York-based investment adviser that invests in publicly traded U.S. companies.

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