SEC Division of Corporation Finance no-action letter: Perrigo Company, Perrigo Company Limited and Elan Corporation plc

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New York, NY 10004-2498 ______________________ LOS ANGELES • PALO ALTO • WASHINGTON, D.C. FRANKFURT • LONDON • PARIS BEIJING • HONG KONG • TOKYO MELBOURNE • SYDNEY December 17, 2013 Office of the Chief Counsel Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Perrigo Company, Perrigo Company Limited and Elan Corporation plc Dear Sir or Madam:
We are writing on behalf of Perrigo Company, a Michigan corporation (“Perrigo”), Perrigo Company Limited (formerly known as Blisfont Limited), a private limited company incorporated in Ireland that will be renamed Perrigo Company plc (“New Perrigo”), and Elan Corporation plc, a public limited company incorporated in Ireland (“Elan”), to request advice of the staff of the Office of Chief Counsel, Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to a number of succession related issues under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The issues arise out of the proposed acquisition by New Perrigo of Elan by means of a scheme of arrangement under Irish law (the “Scheme of Arrangement”). Under the Scheme of Arrangement, New Perrigo will acquire all of the outstanding shares of Elan from the Elan shareholders for cash and ordinary shares of New Perrigo (such transaction, the “Acquisition”), and immediately subsequent to and conditioned on the prior consummation of the Acquisition, a wholly owned subsidiary of New Perrigo will merge with and into Perrigo (such transaction, the “Merger” and, together with the Acquisition, the “Transactions”). Following the Transactions, each of Perrigo and Elan will be wholly-owned subsidiaries of New Perrigo.