Actavis plc (NYSE:ACT) and Forest Laboratories, Inc. (NYSE:FRX)
today announced that they have each received a request for
additional information from the Federal Trade Commission ("FTC") in
connection with Actavis’ pending acquisition of Forest. The
information request was issued under notification requirements of
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended ("HSR Act").
The effect of the second request is to extend the waiting period
imposed by the HSR Act until 30 days after Actavis and Forest have
substantially complied with the request, unless that period is
extended voluntarily by the parties or terminated sooner by the
FTC. Actavis and Forest intend to cooperate fully with the FTC and
they continue to expect the transaction to close in mid-year
2014.
About Actavis
Actavis plc (NYSE:ACT) is a global, integrated specialty
pharmaceutical company focused on developing, manufacturing and
distributing generic, brand and biosimilar products. Actavis has
global headquarters in Dublin, Ireland and U.S. administrative
headquarters in Parsippany, New Jersey, USA.
Actavis develops and manufactures generic, brand, branded
generic, legacy brands and Over-the-Counter (OTC) pharmaceutical
products and has commercial operations in approximately 60
countries. The Company’s North American branded pharmaceuticals
business is focused principally in the Women’s Health, Urology,
Gastroenterology and Dermatology therapeutic categories with a
strong pipeline of products in various stages of development.
Actavis also has a portfolio of five biosimilar products in
development in Women's Health and Oncology. Actavis Global
Operations has more than 30 manufacturing and distribution
facilities around the world, and includes Anda, Inc., a U.S.
pharmaceutical product distributor.
For press release and other company information, visit Actavis'
Web site at http://www.actavis.com.
About Forest
Forest Laboratories, Inc. (NYSE:FRX) is a leading, fully
integrated, specialty pharmaceutical company largely focused on the
United States market. The Company markets a portfolio of branded
drug products and develops new medicines to treat patients
suffering from diseases principally in the following therapeutic
areas: central nervous system, cardiovascular, gastrointestinal,
respiratory, anti-infective, and cystic fibrosis. Our strategy of
acquiring product rights for development and commercialization
through licensing, collaborative partnerships, and targeted mergers
and acquisitions allows us to take advantage of attractive
late-stage development and commercial opportunities, thereby
managing the risks inherent in drug development. The Company is
headquartered in New York, NY.
To learn more, visit Forest’s Web Site at www.frx.com.
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the
proposed merger between Actavis and Forest, Actavis has filed with
the Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 that includes a preliminary joint proxy
statement of Actavis and Forest that also constitutes a preliminary
prospectus of Actavis. The registration statement is not yet
effective. The definitive joint proxy statement/prospectus will be
delivered to shareholders of Actavis and Forest. INVESTORS AND
SECURITY HOLDERS OF ACTAVIS AND FOREST ARE URGED TO READ THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
THAT HAVE BEEN OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain
free copies of the registration statement and the joint proxy
statement/prospectus and other documents filed with the SEC by
Actavis and Forest through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
Actavis may be obtained free of charge on Actavis’ internet website
at www.actavis.com or by contacting Actavis’ Investor Relations
Department at (862) 261-7488. Copies of the documents filed with
the SEC by Forest may be obtained free of charge on Forest’s
internet website at www.frx.com or by contacting Forest’s Investor
Relations Department at (212) 224-6713.
Participants in the Merger Solicitation
Actavis, Forest, their respective directors and certain of their
executive officers and employees may be considered participants in
the solicitation of proxies in connection with the proposed
transaction. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of the
Actavis and Forest shareholders in connection with the proposed
merger will be set forth in the joint proxy statement/prospectus
when it is filed with the SEC. Information about the directors and
executive officers of Forest is set forth in its proxy statement
for its 2013 annual meeting of stockholders, which was filed with
the SEC on July 8, 2013 and certain of its Current Reports on Form
8-K. Information about the directors and executive officers of
Actavis is set forth in Actavis’ proxy statement for its 2014
annual meeting of shareholders, which was filed with the SEC on
March 28, 2014. Additional information regarding the participants
in the proxy solicitations and a description of their direct and
indirect interests, by security holdings or otherwise, are
contained in the preliminary joint proxy statement/prospectus filed
with the above-referenced registration statement on Form S-4 and
will be contained in the definitive joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC when they become available.
Actavis Cautionary Statement Regarding Forward-Looking
Statements
Statements contained in this communication that refer to
Actavis’ estimated or anticipated future results, including
estimated synergies, or other non-historical facts are
forward-looking statements that reflect Actavis’ current
perspective of existing trends and information as of the date of
this communication. Forward looking statements generally will be
accompanied by words such as “anticipate,” “believe,” “plan,”
“could,” “should,” “estimate,” “expect,” “forecast,” “outlook,”
“guidance,” “intend,” “may,” “might,” “will,” “possible,”
“potential,” “predict,” “project,” or other similar words, phrases
or expressions. Such forward-looking statements include, but are
not limited to, statements about the benefits of the Forest
acquisition, including future financial and operating results,
Actavis’ or Forest’s plans, objectives, expectations and intentions
and the expected timing of completion of the transaction. It is
important to note that Actavis’ goals and expectations are not
predictions of actual performance. Actual results may differ
materially from Actavis’ current expectations depending upon a
number of factors affecting Actavis’ business, Forest’s business
and risks associated with acquisition transactions. These factors
include, among others, the inherent uncertainty associated with
financial projections; restructuring in connection with, and
successful closing of, the Forest acquisition; subsequent
integration of the Forest acquisition and the ability to recognize
the anticipated synergies and benefits of the Forest acquisition;
the ability to obtain required regulatory approvals for the
transaction (including the approval of antitrust authorities
necessary to complete the acquisition), the timing of obtaining
such approvals and the risk that such approvals may result in the
imposition of conditions that could adversely affect the combined
company or the expected benefits of the transaction; the ability to
obtain the requisite Forest and Actavis shareholder approvals; the
risk that a condition to closing of the Forest acquisition may not
be satisfied on a timely basis or at all; the failure of the
proposed transaction to close for any other reason; risks relating
to the value of the Actavis shares to be issued in the transaction;
the anticipated size of the markets and continued demand for
Actavis’ and Forest’s products; the impact of competitive products
and pricing; access to available financing (including financing for
the acquisition or refinancing of Actavis or Forest debt) on a
timely basis and on reasonable terms; the risks of fluctuations in
foreign currency exchange rates; the risks and uncertainties
normally incident to the pharmaceutical industry, including product
liability claims and the availability of product liability
insurance on reasonable terms; the difficulty of predicting the
timing or outcome of pending or future litigation or government
investigations; periodic dependence on a small number of products
for a material source of net revenue or income; variability of
trade buying patterns; changes in generally accepted accounting
principles; risks that the carrying values of assets may be
negatively impacted by future events and circumstances; the timing
and success of product launches; the difficulty of predicting the
timing or outcome of product development efforts and regulatory
agency approvals or actions, if any; market acceptance of and
continued demand for Actavis’ and Forest’s products; costs and
efforts to defend or enforce intellectual property rights;
difficulties or delays in manufacturing; the availability and
pricing of third party sourced products and materials; successful
compliance with governmental regulations applicable to Actavis’ and
Forest’s facilities, products and/or businesses; changes in the
laws and regulations affecting, among other things, pricing and
reimbursement of pharmaceutical products; changes in tax laws or
interpretations that could increase Actavis’ consolidated tax
liabilities; the loss of key senior management or scientific staff;
and such other risks and uncertainties detailed in Actavis’
periodic public filings with the Securities and Exchange
Commission, including but not limited to Actavis plc’s Annual
Report on form 10-K for the year ended December 31, 2013 and from
time to time in Actavis’ other investor communications. Except as
expressly required by law, Actavis disclaims any intent or
obligation to update or revise these forward-looking
statements.
Forest Cautionary Statement Regarding Forward-Looking
Statements
This release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements include, but are not limited to,
statements about the benefits of the acquisition of Forest by
Actavis, including future financial and operating results, Forest’s
or Actavis’ plans, objectives, expectations and intentions and the
expected timing of completion of the transaction. It is important
to note that Forest’s goals and expectations are not predictions of
actual performance. Actual results may differ materially from
Forest’s current expectations depending upon a number of factors
affecting Forest’s business, Actavis’ business and risks associated
with acquisition transactions. These factors include, among others,
the inherent uncertainty associated with financial projections;
restructuring in connection with, and successful closing of, the
acquisition; subsequent integration of the companies and the
ability to recognize the anticipated synergies and benefits of the
acquisition; the ability to obtain required regulatory approvals
for the transaction (including the approval of antitrust
authorities necessary to complete the acquisition), the timing of
obtaining such approvals and the risk that such approvals may
result in the imposition of conditions that could adversely affect
the combined company or the expected benefits of the transaction;
the ability to obtain the requisite Forest and Actavis shareholder
approvals; the risk that a condition to closing of the acquisition
may not be satisfied on a timely basis or at all; the failure of
the proposed transaction to close for any other reason; risks
relating to the value of the Actavis shares to be issued in the
transaction; access to available financing (including financing for
the acquisition or refinancing of Forest or Actavis debt) on a
timely basis and on reasonable terms; the difficulty of predicting
FDA approvals, the acceptance and demand for new pharmaceutical
products, the impact of competitive products and pricing, the
timely development and launch of new products, and the risk factors
listed from time to time in Forest Laboratories’ Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q and any subsequent SEC
filings. Forest assumes no obligation to update forward-looking
statements contained in this release to reflect new information or
future events or developments.
Photos/Multimedia Gallery Available:
http://www.businesswire.com/multimedia/home/20140417006285/en/
Actavis:Investors:Lisa DeFrancesco,
862-261-7152orMedia:Charlie Mayr, 862-261-8030David Belian,
862-261-8141orForest:Investors:Frank J. Murdolo,
212-224-6714orMedia:Amanda Kaufman, 646-231-7316
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