Attachment to Form 4
Note 5)
On May 15, 2006, the Jandernoa Investment Group,
LLC (?JIG LLC?), of which Xx. Xxxxxxxxx is a member
and the sole manager, entered into a Variable Prepaid
Stock Purchase Agreement (the ?Variable Prepaid
Agreement?), relating to one or more Tranches, for a
total of up to 345,542 shares of Xxxxxxx Company
common stock. The Variable Prepaid Agreement
constitutes a sales plan under Rule 10b5-1(c). The
Variable Prepaid Agreement provides that JIG LLC will
deliver on June 19, 2009 (the ?Maturity Date?) in
settlement of each Tranche, an aggregate number of
shares of Xxxxxxx Company common stock (or, at the
option of JIG LLC, the cash equivalent of such shares)
equal to the product of (i) the Base Amount of each
Tranche and (ii) the Settlement Ratio of each Tranche,
which will be determined as follows for Tranche No. 1,
which consists of a Base Amount of 345,542 shares:
(a) If the Settlement Price for Tranche No. 1 is
less than $19.7383 (?Upside Limit?) but
greater than $15.1833 (?Hedged Value?), the
Settlement Ratio for Tranche No. 1 will be
equal to the Hedged Value divided by the
Settlement Price for Tranche No. 1;
(b) If the Settlement Price for Tranche No. 1 is
equal to or greater than the Upside Limit,
the Settlement Ratio for Tranche No. 1 will
be equal to the sum of the Hedged Value
divided by the Settlement Price for Tranche
No. 1 and a fraction, the numerator of which
is equal to the difference between the
Settlement Price for Tranche No. 1 and the
Upside Limit, and the denominator of which
is equal to the Settlement Price for Tranche
No. 1; and
(c) If the Settlement Price for Tranche No. 1 is
equal to or less than the Hedged Value, the
Settlement Ratio for Tranche No. 1 will be
one.
The Settlement Price is the amount obtained by
dividing the Hedged Value by a fraction, the numerator
of which is equal to the sum of the fractions obtained
by dividing the Hedged Value by the relevant closing
price of Perrigo common stock on each of the fifteen
trading days preceding and including the Maturity
Date, and the denominator of which is equal to
fifteen.
In consideration for the sale of these shares of
common stock, the Variable Prepaid Agreement provides
that the JIG LLC will receive $4,256,680.93 for
Tranche No. 1.
Note 6)
Immediately prior to the reported May 31, 2006
transactions, each of the Xxxxxxx X. Xxxxxxxxx Trust
and the Xxxxx X. Xxxxxxxxx Trust held a voting
interest equal to 1% of JIG LLC?s total membership
interests and a non-voting interest equal to 47.5% of
JIG LLC?s total membership interests. On May 31,
2006, each of the Xxxxxxx X. Xxxxxxxxx Trust and the
Xxxxx X. Xxxxxxxxx Trust transferred as a bona fide
gift to a trust, in which neither the reporting person
nor any member of his immediate family sharing his
household has any pecuniary interest (the ?Non-
Affiliate Trust?), a voting interest equal to 1% of
JIG LLC?s total membership interests and a non-voting
interest equal to 3.85% of JIG LLC?s total membership
interests. Subsequently, also on May 31, 2006, each
of the Xxxxxxx X. Xxxxxxxxx Trust and the Xxxxx X.
Xxxxxxxxx Trust, in a private transaction, sold all of
its respective remaining membership interest in JIG to
the Non-Affiliate Trust. Each of the Xxxxxxx X.
Xxxxxxxxx Trust and the Xxxxx X. Xxxxxxxxx Trust
received proceeds of $1,642,300, paid in the form of a
promissory note, for the trust?s respective interest
in JIG LLC. JIG LLC continues to own the 345,542
shares of Xxxxxxx Company common stock, subject to the
Variable Prepaid Agreement, as of the date of this
report, but the reporting person no longer has any
pecuniary interest in these shares or in the Variable
Prepaid Agreement.
