Good day, and welcome to the Perrigo conference call. I'd now like to turn the conference over to Bradley Joseph, Vice President of Investor Relations. Please go ahead, sir. Thanks, Rocco. Good morning, everyone, welcome to Perrigo's conference call to announce its binding offer to acquire HRA Pharma, a leading global consumer self-care company. I hope you all had a chance to review the press release we issued this morning. A copy of the release and presentation for today's discussion are available within the investor section of the perrigo.com website. Leading today's call is President and Chief Executive Officer, Murray Kessler. Chief Financial Officer, Ray Silcock, will join Murray for the Q&A portion. I'd like to remind everyone that during this call, participants will make certain forward-looking statements. Please refer to the important information regarding these forward-looking statements in our press release issued earlier this morning for more detail about the risks that could cause actual results to differ materially from these expectations. With that, I'm pleased to turn the call over to Murray. Thanks, Brad. Good morning, everyone. We have some exciting news to share about an acquisition in progress that Brad just referred to. Before we get through the details of that, I wanted to take a minute to ground those of you who are less familiar with our story or remind some of you who are more familiar with it, the journey that we've been on over the last two years. It was May 2019, we unveiled our transformation plan to go from being a healthcare company to a consumer self-care company. We set forth a vision that said our goal was and vision was to make lives better by bringing quality, affordable self-care products that consumers trust everywhere they're sold, and that our goal was to achieve a repeatable 3%, 5%, 7% growth by capitalizing on self-care trends through our focus on our core OTC businesses. Two, to exit Rx and non-strategic businesses to reduce volatility and simplify our business model. I remind you, that was about a third of our company. To expand into adjacent self-care segments and technologies via bolt-on M&A. To invest in new product pipeline, talent, systems, capabilities, and capacity, and to trim costs by reducing overhead. Here we are, a little over two years later, and I'd like to believe that we have completely overhauled the company to set us up for a very bright future. You can read through this, to hit a couple highlights, you see a dozen transactions. Selling that generic RX division, selling our Latin American operations, selling our Rosemont RX business, selling animal health, closing our R&D facilities in India, and then buying and building out the adjacency in oral care with Ranir, Dr. Fresh, and Steripod, buying Previsite, buying Eastern European skincare, buying the DexL brand in the EU and investing in CBD. None of those compare to what I'm about to share with you on the acquisition that we're announcing this morning. We also spent a lot of time and effort rebuilding our new product pipelines, investing in people, investing in IT and infrastructure, delivering $100 million in cost savings, improving service levels, building out our e-com, and that resulted in, over the past couple of years before some of the recent interruption from COVID, in a very strong and accelerated net sales CAGR. We also have been working hard at reducing uncertainty. We have significantly reduced the Irish NOA. I think more progress to be made on that in the near future. On the Athena case, we've strengthened our cybersecurity. We've strengthened ESG, D&I, divested our most volatile businesses. Just last week, we won $400 million in cash from the original Omega Pharma purchase. Again, uncertainty clearly being reduced. Ultimately, all of that has generated a more focused CPG company and a company that was committed to growing in line with top-tier CPG companies that we are optimistic about as we get through sort of the worst of the logistics and supply chain issues with COVID that is poised to have accelerated base business growth against our original 3%, 5%, 7% commitment. That also had a significant war chest, a couple of billion dollars that it had available to be able to invest for growth, which was always part of that original May 19th plan. I talked a lot about in the beginning of positioning Perrigo for base growth and divesting Rx was the Perrigo 2.0. The next two moves, I think, evolve us to Perrigo 3.0. The first is today's, which is acquiring HRA and its leading high-growth brands, and I'll go through that in detail, but that's a step change. I can't emphasize enough how significant a move this is for Perrigo and building scale and you're augmenting our CSCI and CSCA businesses with high growth, leading brands with significant and achievable synergies, high margins, clean brands. It's just an awesome opportunity for us. Then, the final piece of that is to get rid of that big piece of uncertainty, which we hope to be back to you with in the next few months. We've already made significant progress, and that puts us in a position where we will be the company that has come through transformation and is poised to deliver significant and superior results over the next few years and beyond. Let's turn to HRA. The acquisition of HRA is strategically compelling. I got to tell you, we went through a process over the last year or so, well in advance of even selling RX, where we had gone through and screened dozens and dozens of opportunities and ultimately came to the one that, by far, was the most strategically compelling. It's aligned with our vision and our capabilities. It falls squarely within our five pillars that we've gone to the street with on our acquisition focus. The HRA brands are all number one. There's kind of three major brands. We'll go through that. They're all category leaders globally. They will put us in a position to deliver top-line growth in excess of CPG averages. HRA itself is a double-digit grower. It'll help drive Perrigo up to higher levels. The brands themselves are not played out, not even close. They're leading brands. Importantly, they have huge potential to expand through numerous types of adjacencies, into adjacent categories, into adjacent geographies. I'll go through a little bit more of that in a couple of minutes. There's upside potential that we won't be talking about today. It's not built into any of our financial projections. There are two significant Rx-to-OTC switch projects which are part of this to bring the first to market regular contraception product to the U.S. and select European markets. There is an experienced internal switch team that has a heck of a track record at HRA that has been proving their ability to get that done. Because the overlap with Perrigo is so significant, there's actionable synergies that, again, I will talk about. These are synergies that aren't maybes. These are synergies that we're going to get, and it's primarily through third-party distributors and external sales forces, again, where there's opportunities. Of course, we'll do all of that in a disciplined and careful way. Most importantly, I think, when you look at the size of what this does in transforming Perrigo, this is not just another acquisition. This is a scale acquisition that meaningfully offsets literally about 75% of the earnings from the RX divestiture. It's a trade for what was volatile and declining earnings to growing extremely high-quality earnings and adds critical scale to our European business and in numerous markets, raises the size, and also, again, deploys the RX proceeds effectively. Like I said, HRA is a star asset. By 2023, with the growth plans in place, we estimate about EUR 400 million in net sales in four segments. The biggest is the Compeed brand and blister care, which is about a little under half of the business. Women's health with the ellaOne and NorLevo brand is about 25% of the business. Mederma is a scar care business primarily in the U.S., about 15% of the business. Unlike our previous Rx business, there's a small rare disease business that's about 15% of the sales, but growing. The business is 60% Europe, 20% U.S., and 20% in the rest of the world. If I go through them, Compeed, fantastic brand. Market leader with a 70% market share in the EU. Today is primarily blister care, treating blisters, bunions, calluses, corns, cold sores, number 1 foot care treatments, number 2 in cold sores in Europe. With the potential and is already on the path towards expanding through new adjacencies, either geographically into the U.S., where it's starting to make some inroads or through adjacent categories like cuts and burns and spots and broader wound care. Women's health, ellaOne, it has a point of difference. It's the most effective morning after pill available without a prescription, and it has more than a 50% market share in the EU, again, growing. HRA is the undisputed category leader in emergency contraception in Europe, has the potential for further switches around the world, and progress is being made on those. There are also the opportunity for switches in everyday contraception. In fact, just within the last few weeks, they received MHRA approval in the U.K. for a product called Hana, which will be the first over-the-counter everyday contraception pill, and it's in process in the switch process with a product called Frida in the United States right now. Again, not in our model yet, huge upside. Third one is Mederma. We know a lot about the scar care business. This is the category leader in U.S. scar care, again, the opportunity to expand into others. The smaller rare disease business is, for the most part, focused on Cushing syndrome and adrenocortical carcinoma. No. The team that has been leading HRA, I've gotten to know David Wright, the Chief Executive Officer, extremely well over the past months that we've been working on this transaction. By the way, this was not a process. This was a relationship and a negotiation between David and I and the respective private equity partners on their side. I got to know the management team extremely well, which was an important part of this transaction for me. These are pros. They know what they're doing. They've all agreed to stay on with Perrigo. I think that is important for you to know that I don't believe there will be any disruption on this. I did the same thing with Ranir when we purchased it. It worked beautifully, and I'm looking forward to these folks joining us and keeping that continuity and growth engine going. The other thing, I think this sort of really has a significant impact on our European business. People have asked about it. Are you half in or half out to Europe? You layer Compeed and ellaOne, it becomes our number one and number three brands in our total portfolio. More products that are actually legitimate OTC products that aren't just science-based nutritionals, et cetera, gives us way more credibility with customers. Significant opportunities for revenue synergies on both sides. Our sales force is much larger than theirs, which again, can become an accelerator. This is just pointing at OTC, but it shows that it puts Perrigo as a major player in Europe, not to mention dramatically improves the margins in Europe. An important part of this transaction, and that helps make the returns on it so strong, is that with the overlap, there is operating synergies of greater than 30 million by 2023 that there is a clear path to and we have a high degree of certainty on. Frankly, I think they could be bigger, but these are the ones that I'm willing to say today for sure. This, again, does not include revenue synergies. I think it's important to understand, these are more fixed cost infrastructure and backroom kinds of sharing. It's less of a people story with synergies. It's much more of an infrastructure and leveraging the facilities and systems and processes and procedures and everything else we have in place at Perrigo, because today's HRA is mostly outsourced and paying a premium to be outsourced. The transaction will substantially improve our financial growth profile. Like I said, projected to add approximately EUR 400 million in net sales in fiscal 2023, growing at an expected mid-teen percentage level. It expands CS, and because it's both U.S. and Europe, 2/3 Europe, let's call it a little less than 1/3 that'll affect the U.S. and overall Perrigo, it'll expand their margins, their sales, the operating margins. For perspective, these operating margins that we'll be bringing in with HRA approach 30%, which means if you back into sort of the numbers, you're approaching 70% gross margins, which will have a nice accretive impact. We expect operating cash flow conversion of 100% in line with Perrigo. This is big. It's immediately accretive, but within that first 2023 year when we have that full year, we expect it to add around approximately $1 to adjusted EPS. Like I said, this is a scale. It's not just a quality acquisition, it's a scale acquisition for Perrigo. The details of the transaction, $1.8 billion is the purchase price. That's $2.1 billion in today's conversion rate in U.S. dollars. It values HRA at an enterprise value to expected 2022 adjusted EBITDA of 18x. If you add the synergies to it expected by 2023, it drops it to less than 14x. We anticipate that it'll be funded in cash. As of the second quarter, we had $336 million in cash on the balance sheet. We received $1.5 billion from the Rx divestiture. We will be receiving $400 million for the Omega lawsuit, of which half is in escrow right now. The court gave, or the binding arbitration gave them 30 days to come up with that cash, plus our additional operating cash flow all year long. We also have a billion-dollar current credit facility. Now, having said that, I'm not ruling out the fact that we might refinance opportunistically some of the debt, but I'll leave that in Ray's hands because we have some debt coming due next year. We don't need to do it for this deal. The cash is sitting there. I think we anticipate through there is normal processes when you do a deal in France, and we think this is a great deal and a win-win, but we need to get work council approval in France. We'll go through that process, and likewise, we'll have some regulatory approvals around the world I'd say should get done in the first half of 2022. Maybe we'll beat it a little bit, but we're saying the end of the first half of 2022. Okay. If I go back to May 2019 again, what I'm most excited about besides the high quality of this particular acquisition, is also that we are fulfilling our May 2019 investor day promise. When I look back on it, if I take a slide on the top half of the slide on the screen, we were at $360-$395 in the 2019 guidance, and we said we would do three things. We would have business growth, that we would have M&A, and cost savings that would get us back to the $365, and that was after we had sold off the Rx division, which represented about 1/3 of the EPS at the time. On the bottom, walking us through where we are, we are exactly on that commitment. It took a little longer than I might have liked. We were originally trying to get Rx sold right out of the chute. In order to get a good price for it at a good value, it took us about a year longer than I thought, but we got a better multiple. We made cash along the way. When you do that, some other divestitures that we made, like the divestiture of our Rx business in the U.K., that was sort of our starting point. We added back some acquisitions, some base business growth, got hit a little bit by cough and cold. That got us to where, at the end of the second quarter, we provided guidance to the low end of our original range of $250-$270. If that's the starting point, with the normal growth from the base business that we've been talking about and the addition of approximately $1 by 2023, which includes the synergies, that puts us right back at that original commitment. I think it's worth a moment to sort of step back and say that this company has completely reconfigured itself, has sold off a third of its earnings, replaced it with higher quality earnings, and will sit today with a business that is, and you can see from the numbers that I'm putting on here, some very strong double-digit growth in both top and bottom line over the next couple of years, getting back to where it was before with a high-quality, focused consumer portfolio that has benefited now with stronger brands, higher scale, and again, higher margins and just a beautiful and bright outlook. We compared this acquisition to investing in alternative uses of our capital. We looked at acquisitions and, like I said, dozens of them to get to this one. We looked at share repurchases. We looked at special dividends. I'm saying special dividends because regular dividends are always a priority for Perrigo. Over the three-year horizon on every analytic, whether it was IRR, ROI, accretion, everything, correlation to value, the HRA acquisition won on all metrics. Having said that, this is a big acquisition for us and a big use of cash. I will tell you that our focus now will be to close this transaction, work with the regulatory authorities and work councils, get the deal done, integrate it, and put a lot of energy against integrating it well. There'll be a lot less M&A. I won't say there won't be anything if something opportunistically, but it will not be our capital allocation priority in the near time. Going forward, incremental capital allocation will be directed towards reducing uncertainty. First and foremost, reducing leverage, opportunistically, some share repurchases if it makes sense. Here we are, two years, four months later. I truly believe that Perrigo is a transformed company. That is not to say that Perrigo isn't a company that, now that it's a consumer company, needs to get better and better and better every year and continuously improve, but the major overhaul is behind us. We are now a focused global consumer self-care company, positioned to deliver top-tier revenue growth and double-digit EPS growth over the next few years that has meaningful scale in both the U.S. and Europe that is equally divided company, both with national brands and value brands with significant value creation potential through profitable growth and multiple expansion with a team that is working hard and I believe will accomplish restoring certainty through the reduction over the overhang. I think we have a completely uncomplicated, clean story going forward for our investor base and we're excited about making it all happen. With that, we'll open the line up to Q&A. Thank you. We will now begin the question and answer session. If you'd like to ask a question, please press star then one on your touch-tone phone. If you're using a speakerphone, we ask that you please pick up your handset before pressing the key. To withdraw your question, please press star then two. Today's first question comes from Chris Schott at JP Morgan. Please go ahead. Hey, guys. Congrats on the deal. Good morning. Yeah, good morning. My first question was a little bit more color on the growth in the portfolio you're acquiring. I think you talked about mid-teens growth. I'm just trying to get a sense of how that compares to historically, how we think and thought about organic growth for this business. When we think about that growth, is it kind of one of these assets driving most of that growth, or is it the whole portfolio? I'm just trying to get my hands around basically the drivers here, and is there any, as we think about risks to the growth profile, like how should we be thinking about that? I have a couple follow-ups after that. Well, I'll give you a much more detailed answer in the future as we get closer to the transaction closing. I will say that the Human Resource team are pros, and each of these segments has strong growth plans that are consistent with their historical growth, with the exception of that they too, like us, like many companies, had an interruption from COVID, right? People weren't out traveling and hiking as much in 2020, it was affected on their business as well on that particular brand. You have probably a stronger growth rate initially on Compeed because you got a rebound on that, which is not something that we're hoping to see, has already clearly begun in the run rate so far there. In any acquisition, the management team puts together their projections. We risk adjust those, we've done that. There are strong growth plans with Mederma. Mederma just went through a major restage in the U.S. It is positioning itself beyond just the scar care into fever blisters and all kinds of different medicated skincare, and it has the ability to do that. In the women's health business, there is the daily contraception. Europe, I would say, the existing business isn't the primary driver of the growth. There's tons of growth from more new markets. I think they've already switched 35 countries with ellaOne, which has a significant competitive advantage versus Plan B. There's the upside that we don't have in our models yet on the daily oral contraception, which just got approved in the U.K. and is in the process in the U.S. Yeah, Compeed, the same thing. They are broadening their strategy to not just blisters, but into burns, into cold sores, into wounds. If you get a chance to see Compeed, it's a superior product and there's a reason it sells so well. And taking that technology and taking it into other areas has been working for them, and that's a big driver of future growth, as is geography right now. They've just started coming into the U.S., and that'll be some work to do. It's a big market, but again, lots of running room. I don't have the numbers in front of me right now on the percentages, but all three brands will contribute, and we believe that based on the history, are realistic growth rates. Great. Just as a follow-up to that, it seems like you mentioned a strong team you're bringing on board here. I guess as you think about running this portfolio, is this largely kind of running it as the prior management team had been thinking about in terms of strategy, or is key to the growth kind of leveraging Perrigo's footprint and driving further sales that direction? I was trying to get a sense of, again, is this a business that could have generated mid-teens growth on its own, or are you stepping up the kind of forward growth rate because of the benefits of the broader scale you're bringing to the entity? I have not factored. This is based on their track record and their plans that are the drivers of growth right now. I believe there is upside to that. We have not built revenue synergies into this. The fact that they have no sales force, really, of scale in the U.S., we do. We have double the size of the sales force in Europe. It can only bring higher sales to them, and the credibility that we get from the size of their brands represents opportunities for us. I'm not talking cost synergies, I'm talking about revenue synergies. There are products that are in our portfolio. We have lines like ACO and all that are medicated skin products, and how you leverage the two technologies across it, I think this is our best shot that we've ever had at making the sense of having a European branded business and a U.S. private label business to bring things across the ocean each way is another significant opportunity for us. I feel good about the growth rates, Chris, and they're in line with their historic numbers. This isn't like we put in some wild numbers in order to make this deal work. This is what they were doing and performing at. Perfect. Then just final quick one for me is just trying to make sure I'm getting the leverage post this deal right. Is something in the 4x range of EBITDA by 2023 a reasonable way to think about things? We factor in the Omega cash flow, et cetera, or payment. Just help me a bit on leverage, for the company. Thanks. Yeah. Without taking into account the potential Irish NOA payment, which would change the numbers slightly, we'd expect our leverage in 2022 to be right around 4x, and then coming down into the 3.5x, 3x range, and even down to better than 3x by 2024. Now, obviously, the payment of the Irish NOA would potentially change that slightly. Perfect. Thanks so much, and congrats again on the deal. Yeah. Ladies and gentlemen, as a reminder, if you'd like to ask a question, please press star then one. Our next question today comes from Elliot Wilbur, Raymond James. Please go ahead. Thanks. Good morning. Maybe just a few financial questions real quickly for Ray up front, specifically on synergy realization targets, $30 million. Assuming that is largely the permanent level of synergies you anticipate achieving from this transaction. Are there any cash costs associated with achieving that level? I want to try and get a little bit better sense of what the operating leverage is on the double-digit expected growth from the business. What's the relative level of operating income growth when you, if in fact you are able to achieve double-digit top-line growth? I'll try and answer that one a little bit, but then Murray can talk about the synergies. The operating margin on this business standalone is in the mid to high 20s, 27%, 28%, and their gross margin is in the high 60s, almost 70%. That gives you an idea what we do have operating leverage. The synergies come from the fact that we have a, especially in Europe, an almost perfect overlap in geography with our existing CSCI business in Europe. And this company, HRA, is really low. It's a lean asset, low asset base. They outsource both manufacturing and selling and distribution. We have no plans to bring the manufacturing in-house, but we do plan to bring the sales and distribution into our existing sales force and distribution capabilities. And that's where the big synergies are. Because it's basically, it's getting rid of distributors and bringing it into an in-person sales force, we think these synergies are really an in-house sales force, I meant to say. We think these synergies are really achievable. Having said that, we'll do it carefully, and it'll take us over. We won't do that initially because we don't want to disrupt the business. Okay. In addition to your operating leverage, you can do the math as well as I can do the math. What I'm telling you is in 2023, you're adding $1 of EPS, right? If you're at, and whether it's exactly $3.57 or not, that's what I put today, but we'll build our plans like we always do. Maybe it'll be a little higher because this year wasn't good. Maybe it'll be a little less. If you just assume $3.57 right now, and then you layer in $1 of EPS, you're adding 50% EPS in two years, right? You can do your compound annual growth rate on that, but those are clearly dramatically higher than the $3.57. That's why I've made the point that you're adding a lot of scale here. Okay. Murray, respect your commentary earlier about getting more detail in terms of top-line growth drivers going forward. Anything you can share at this point, at least in terms of what's been driving those numbers historically? Is it geographic expansion, just additional penetration within core targeted markets? Is it new products? Obviously very strong numbers there and just trying to get a sense of the sustainability of double-digit growth, what the key drivers have been. I know that HRA recently executed a partnership for the Chinese market. Maybe just a little bit of insight into how important that segment is currently and what potentially the longer-term growth opportunity there may be. Sure. Again, we'll go into more details of it, but when I look at what's driven their business over the past, and they have been one of the fastest-growing consumer OTC companies in the world. They've done it systematically from geographic expansion has played a big role for Compeed. Has channel expansion. Has price and channel management. Has been rebuilding the brand's positioning. It's been growing at 6 times a faster rate under their ownership than the prior ownership. They believe, and I believe based on the data that they've shown me, there's a potential to double the size of the blister category. They believe that by expanding to being a wound care leader, that puts them into significant segments. I'm sorry, I don't have at my fingertips the size of those, but they're big categories that we're talking about. Same thing with Mederma going into additional areas, but Compeed is clearly a big driver, as is women's health. You mentioned that, for example, there are numerous switches in Asian markets underway and partnerships that are being done. Again, you mentioned a key one that has been a driver for ellaOne, and ellaOne has a competitive advantage, right? The leading brand in the U.S., I think, sort of has an efficacy rate with three days of emergency contraception, and ellaOne has five days, which it gives it competitive advantage. I'm not going to promise OTC switch in the U.S. because that's a difficult and challenging one. I'm actually more optimistic about the daily contraception, and that one seems to be proceeding really well. If it was to break through in Perrigo, as good as HRA is, we bring a lot of clout in the FDA as well. That could be even a significant and bigger opportunity. I would say the driving will come from continued geographic expansion and switching in the women's health business. Those are kind of the big drivers and again, we can go through it as we get into more detail, but a lot of new product activity, a lot of e-commerce. Again, Mederma is now, I think, almost 30%-40% of its business is e-commerce. They've done a beautiful job building that out, and again, those are synergies that'll work together on both companies. I hope I've given you enough color here. As it gets closer to us, when we know when we're closing and we get through all the councils and regulatory authorities, et cetera, we'll probably do some short introduction and let you meet the management team and hear about their plans themselves. I get it. These are big numbers, but they've been delivering them year after year, and they're confident in their ability to continue to do so. Thanks. Last question. RX business, can you just talk a little bit about the operating margin or EBITDA margin structure there? How important is that segment to the profitability of the overall business? Given that these are RX assets, just maybe a little bit of commentary on the sustainability of the revenue streams associated with the various products there. Well, listen, they have been growing. There is significant opportunity without much investment for, again, geographic expansion. They are confident in their ability, and it's good margin business. We'll see what role it plays in our portfolio. I obviously bought the business for the three global leading consumer brands. We've assessed it. We did a good job in assessing it. It's a standalone business. They've set it up as a standalone business within their own portfolio. I don't think we have to worry about any volatility within it. We'll see how it plays out, and we'll give you a point of view on that later. The good point now is right now is a good quality business that is not subject to pricing erosion and things like that. It's solid. All right. Thank you. Ladies and gentlemen, this concludes our question and answer session. I'd like to turn the conference back over to the management team for any final remarks. Well, we just want to thank everybody for their interest in Perrigo. We know we've gone through a lot of change over the past couple of years, but I'm real excited about the future, the portfolio. Again, I think we have a more financially compelling, simpler story than we've had the whole time I've been here. We've got just a little bit more to go to get all the certainty done. Of course, we'll continue to keep getting better, but I really believe the next couple of years you're going to see some big growth out of Perrigo. The stage is set. Thank you very much. Thank you. This concludes today's conference call. We thank you all for attending today's presentation. You may now disconnect your lines and have a wonderful day.