- Reports fourth quarter diluted GAAP
Earnings Per Share of $0.20; Non-GAAP Earnings Per Share of
$0.87
- Reported net sales increased 33.8%
to $1.0 billion
- Sales of Next Generation Products
Reach $431.1 million in the Quarter, Representing 69.6% Growth vs
Prior Year Quarter
- Sales of products acquired through
the Saphris purchase and Aptalis acquisition totaled $136.3 million
in the Quarter
- Proposed Combination of Actavis plc
and Forest Laboratories, Inc. Announced on February 18th
- Company to Acquire Furiex
Pharmaceuticals, Inc. for $1.1 billion in Cash
Forest Laboratories, Inc. (NYSE:FRX), a leading, fully
integrated, specialty pharmaceutical company largely focused on the
United States market, today announced that reported diluted
earnings per share equaled $0.20 in the fourth quarter of fiscal
2014, compared to $0.17 in the fourth quarter of fiscal 2013. The
fourth quarter of fiscal 2014 included $109.1 million in charges
($70.1 million net of tax) related to Project Rejuvenate and $41.0
million in charges related to the Aptalis acquisition. Excluding
acquisition related amortization and specified items, non-GAAP EPS
for the fourth quarter of fiscal 2014 equaled $0.87 compared to
$0.25 per share for the fourth quarter of fiscal 2013.
Chief Executive Officer and
President
“Fiscal year 2014 was a year of significant change at Forest,
including the launch of new drugs, and the rapid execution of a
sweeping program to rejuvenate Forest. Through it all, the talented
colleagues at Forest have remained keenly focused on our priorities
and have continued to deliver exceptional results, culminating in
the outstanding sales and earnings performance this quarter,” said
Brent Saunders, CEO & President. “We have accomplished a great
deal in a short amount of time. The strategic actions we have taken
have reshaped Forest, including acquiring products, like Saphris,
reducing our cost base through Project Rejuvenate, raising $3
billion through new bond offerings, acquiring Aptalis for $2.9
billion, and announcing plans to acquire Furiex for $1.1 billion.
We accomplished a lot but I am most proud of the way our teams
responded to the challenges. This renewed sense of enthusiasm and
motivation on the part of our team is contributing to the strong
results we had this quarter and positions us for future success as
we look forward to combining our business with Actavis to create a
new breed of specialty pharmaceutical company.”
Product Sales
Performance
Net sales for the quarter increased 33.8% to $1.0 billion, from
$783.2 million in the prior year quarter. The increase in sales was
driven by sales of the Company’s next generation products which
increased $176.8 million or 69.6% to $431.1 million compared with
the fourth quarter of fiscal 2013, as well as sales of products
acquired with the purchase of Saphris and the acquisition of
Aptalis which totaled $136.3 million in the quarter.
Central Nervous System
Franchise
- Namenda® (memantine HCl), an
NMDA receptor antagonist for the treatment of moderate to severe
Alzheimer’s disease, recorded sales of $379.2 million during the
quarter, a decrease of 13.6% or $59.6 million from last year’s
fourth quarter. Namenda XR® (once-daily memantine HCl),
recorded sales of $72.5 million during the quarter. Namenda XR was
launched in June 2013 and recorded sales of $37.8 million in the
fiscal third quarter.
- Viibryd® (vilazodone HCl), a
selective serotonin reuptake inhibitor (SSRI) and a partial agonist
at serotonergic 5-HT1A receptors for the treatment of adults with
major depressive disorder (MDD), recorded sales of $52.8 million
during the quarter, an increase of 18.4% from last year’s fourth
quarter.
- Fetzima™ (levomilnacipran
extended release capsules), a once-daily serotonin norepinephrine
reuptake inhibitor (SNRI) for the treatment of adults with MDD,
recorded sales of $3.7 million during the quarter. Fetzima was
commercially launched in December 2013 and recorded initial trade
stocking of $8.0 million.
- Saphris® (asenapine sublingual
tablets), a twice-daily atypical antipsychotic for the treatment of
adult patients with schizophrenia or acute bipolar mania, was
commercially re-launched by the Company in February 2014 following
its acquisition from Merck which was completed in January 2014.
Sales for the quarter totaled $27.9 million.
Respiratory Franchise
- Tudorza® (aclidinium bromide
inhalation powder), an anticholinergic indicated for the long-term
maintenance treatment of bronchospasm associated with COPD,
recorded sales of $25.3 million during the quarter, compared with
sales of $10.8 million in last year’s fourth quarter. Tudorza was
launched in December 2012.
- Daliresp® (roflumilast), a PDE4
enzyme inhibitor for the treatment to reduce the risk of
exacerbations in patients with chronic obstructive pulmonary
disease (COPD), recorded sales of $29.6 million for the quarter, an
increase of 27.7% from last year’s fourth quarter.
Gastrointestinal
Franchise
- Linzess® (linaclotide), a
guanylate cyclase agonist for the treatment of both irritable bowel
syndrome with constipation and chronic idiopathic constipation in
adults, recorded sales of $60.8 million during the quarter compared
with sales of $4.5 million in last year’s fourth quarter. Linzess
was launched in December 2012.
Aptalis Product Line sales
totaled $108.4 million in the quarter after the Company completed
its acquisition of Aptalis in February 2014. The products acquired
include Canasa® (mesalamine, USP) for the treatment of mild
to moderately ulcerative proctitis, which recorded sales of $23.5,
Zenpep® (pancrelipase), for the treatment of exocrine
pancreatic insufficiency, which had sales of $19.9 million, and
Carafate® (sucralfate), for the short-term treatment of
duodenal ulcers, which recorded sales of $21.5 million. The Company
re-launched the Aptalis product line in the first week of
April.
Bystolic® (nebivolol), a
beta-blocker for the treatment of hypertension, recorded sales of
$142.9 million, an increase of 8.3% over the year-ago period.
Teflaro® (ceftaroline
fosamil), a broad-spectrum bactericidal cephalosporin antibiotic
for the treatment of adults with community-acquired bacterial
pneumonia and with acute bacterial skin and skin structure
infections, recorded sales of $18.9 million, an increase of 44.5%
over last year’s fourth quarter.
Savella® (milnacipran HCl),
a selective serotonin norepinephrine dual reuptake inhibitor for
the management of fibromyalgia, recorded sales of $24.6 million
compared with sales of $26.1 million in last year’s fourth quarter,
a decrease of 6.0% from last year’s fourth quarter.
Contract and Other Revenue
totaled $44.0 million in the current quarter compared to $30.6
million in the prior year fourth quarter. Benicar® (olmesartan
medoxomil) co-promotion income totaled $28.4 million compared to
$24.5 million in last year’s fourth quarter. Per the agreement with
Daichi Sankyo, the Company received a residual royalty through the
end of March 2014. Contract and Other Revenue also included $10.0
million from the sale of product rights and $2.5 million related to
the approval of linaclotide in Mexico. The Company obtained rights
to linaclotide in Mexico through its collaboration agreement with
Ironwood Pharmaceuticals, Inc. and subsequently sub-licensed those
rights to Almirall. The Company will receive a royalty on sales of
the product in Mexico.
Cost of Sales as a
percentage of net sales was 23.8% compared with 22.7% in last
year’s fourth quarter, impacted by an inventory revaluation related
to the Aptalis transaction.
Selling, General and Administrative
(SG&A) expense for the current quarter was $678.8
million as compared to $372.7 million in the year-ago quarter.
Excluding specified items of $197.9 million, Aptalis SG&A of
$35.4 million and a $33.8 million increase related to the Ironwood
collaboration as the commercialization pool has now turned
profitable, SG&A spending is effectively flat to last year.
Project Rejuvenate and the Aptalis integration are essentially
complete, and the savings will begin to be recognized beginning in
fiscal 2015.
Research and Development for
the current quarter was $192.0 million, including $32.4 million
related to the Saphris and Aptalis acquisitions, compared with
$240.3 million in last year’s fourth quarter. The current quarter
and prior year quarter included $8.3 million and $17.0 million,
respectively, in development milestone expenses and no upfront
licensing payments. Excluding the impact from our newly acquired
products and milestone payments, R&D expense decreased 32% for
the current quarter.
Income Tax Benefit for the
quarter was $124.7 million primarily due to Project Rejuvenate and
the Aptalis acquisition, non-operating discrete tax adjustments,
and the mix of earnings between the US and lower-taxed foreign
jurisdictions.
Reported Net Income for the
quarter ended March 31, 2014 was $54.1 million or $0.20 per diluted
share compared to $45.4 million or $0.17 per diluted share reported
for last year’s fourth quarter.
Diluted Weighted Average Shares
Outstanding at March 31, 2014 was approximately
277,082,000.
Twelve Month Results
Revenues for the twelve months ended March 31, 2014 increased
17.9% to $3.6 billion compared to $3.1 billion in the prior
year.
Net income for the twelve months ended March 31, 2014 increased
$197.4 million to $165.3 million compared to a loss of $32.1
million in the prior year. Reported diluted GAAP earnings per share
increased $0.73 to $0.61 per share in the current year’s twelve
months as compared to a loss of $0.12 per share last year.
Other Developments
- In early February the Company announced
the completion of its acquisition of Aptalis, a privately held U.S.
based specialty pharmaceutical company focused on gastrointestinal
disorders and cystic fibrosis. Forest used a combination of cash on
hand and proceeds from its recent $1.8 billion bond offering to
fund the $2.9 billion transaction.
- During the quarter the Company
announced the submission of two New Drug Applications (NDA) with
the FDA. An NDA for the fixed-dose combination (FDC) of nebivolol
and valsartan for the treatment of hypertension was filed in
February. The nebivolol-valsartan FDC combines two FDA approved,
once-daily, blood pressure lowering agents. Nebivolol is currently
marketed by the Company in the U.S. as Bystolic.
- In addition, the Company, and its
partner, Adamas Pharmaceuticals, Inc., filed an NDA for the
fixed-dose combination of memantine HCl extended release (XR), and
donepezil HCl, for the treatment of moderate to severe dementia of
the Alzheimer’s type. The memantine (XR)-donepezil FDC combines two
FDA approved, once-daily Alzheimer’s treatment agents. Memantine
extended release is currently marketed by the Company in the U.S.
as Namenda XR.
- In March the Company, and its partner,
Gedeon Richter, Plc., announced positive topline results from two
Phase IIb clinical trials evaluating the efficacy and safety for
its investigational antipsychotic drug, cariprazine. The first
clinical trial evaluated cariprazine in patients with MDD who have
demonstrated an inadequate response to anti-depressant therapy. In
the second clinical trial cariprazine was evaluated in patients
with bipolar depression. Cariprazine demonstrated statistically
significant improvements in both studies.
- On February 18, 2014, Actavis plc and
Forest Laboratories, Inc. announced that they have entered into a
definitive agreement under which Actavis will acquire Forest for a
combination of cash and equity valued at approximately $25
billion.
- On April 28, 2014, the Company
announced it has entered into a definitive agreement to acquire
Furiex Pharmaceuticals, Inc. (NASDAQ:FURX) for $1.1 billion in cash
and up to $30 per share in Contingent Value Rights. The acquisition
builds on Forest’s growing position in gastroenterology and helps
create a leading GI company within Forest. Furiex’s investigational
compound, eluxadoline, will be very complimentary to Forest’s
anchor GI product, Linzess, and additive to the broader GI
portfolio, making the Company more relevant to gastroenterologists
and primary care physicians.
Use of Non-GAAP Financial
Information
Forest provides non-GAAP financial measures as alternative views
of the Company’s performance. These measures exclude certain items
(including costs, expenses, gains/(losses) and other specified
items) due to their significant and/or unusual individual nature
and the impact they have on the analysis of underlying business
performance and trends. Management reviews these items individually
and believes excluding these items provides information that
enhances investors’ understanding of the Company’s financial
performance. Non-GAAP financial measures should be considered in
addition to, but not in lieu of, net income and Earnings Per Share
(EPS) prepared in accordance with accounting principles generally
accepted in the United States (GAAP). Non-GAAP financial measures
have no standardized meaning prescribed by GAAP and therefore have
limits in their usefulness to investors. Because of the
non-standardized definitions, Non-GAAP adjusted income and its
components and non-GAAP EPS (unlike GAAP net income and its
components and EPS) may not be comparable to the calculation of
similar measures of other companies. Non-GAAP adjusted income and
its components and non-GAAP EPS are presented solely to permit
investors to more fully understand how management assesses
performance. A reconciliation between GAAP financial measures and
non-GAAP financial measures follows:
Forest Laboratories, Inc. Specified Items
For the Three and Twelve Months Ended March 31, 2014 and
2013
Three Months Ended
Twelve Months Ended March 31, March 31, (In
thousands)
2014 2013
2014 2013
Amortization arising from business combinations and acquisitions of
product rights $ 12,855
$
10,709 $ 48,514 $ 37,965 Inventory step-up charge 28,255
-- 28,255
--
Impact of specified items on Cost of
goods sold 41,110 10,709 76,769 37,965 Amortization
arising from business combinations and acquisitions of product
rights 49,357 11,005 94,214 43,900 Project Rejuvenate 109,839
127,839 -- Aptalis acquisition and integration costs 38,728 --
38,728 -- Write-off of Nabriva note receivable --
-- 26,182
--
Impact of specified items on Selling,
general and administrative 197,924 11,005 286,963 43,900
Project Rejuvenate (692 ) -- 26,308 -- Aptalis integration
costs 2,255 -- 2,255 -- Upfront payment to Adamas -- -- -- 65,000
Other licensing agreement payments --
-- -- 6,000
Impact of specified items on Research and development 1,563
-- 28,563 71,000 Commitment fees 21,375
-- 21,375
--
Impact of specified items on Interest and other income
(expense), net 21,375 -- 21,375 --
Increase to pre-tax
income 261,972 21,714
413,670 152,865
Income tax impact of specified items (75,218 )
-- (92,039 ) --
Increase to net earnings $ 186,754
$ 21,714 $ 321,631 $
152,865
Forest Laboratories, Inc.
Reconciliation of Certain GAAP Line Items to Non-GAAP Line
Items For the Three and Twelve Months Ended March 31, 2014
and 2013
Three Months Ended March 31, 2014 (In thousands)
GAAPReported
SpecifiedItems
Non-GAAPAdjusted
Gross profit $ 842,991 $ 41,110 $ 884,101 Selling,
general and administrative 678,821 197,924 480,897 Research and
development 191,988 1,563 190,425 Operating income (loss) (27,818 )
240,597 212,779 Interest and other income (expense), net (42,832 )
21,375 (21,457 )
Earnings before income tax
provision/(benefit) (70,650 ) 261,972 191,322 Income tax
provision/(benefit) (124,734 ) 75,218 (49,516 )
Earnings after
income tax provision/(benefit) $ 54,084 $ 186,754 $ 240,838
Weighted average number of shares outstanding (diluted): 277,082 –
277,082
Three Months Ended
March 31, 2013 (In thousands)
GAAPReported
SpecifiedItems
Non-GAAPAdjusted
Gross profit $ 636,000 $ 10,709 $ 646,709 Selling,
general and administrative 372,728 11,005 361,723 Research and
development 240,299 – 240,299 Operating income 22,973 21,714 44,687
Interest and other income (expense), net 7,845 – 7,845
Earnings
before income tax benefit 30,818 21,714 52,532 Income tax
benefit (14,625 ) – (14,625 )
Earnings after income tax
benefit $ 45,443 $ 21,714 $ 67,157 Weighted average number of
shares outstanding (diluted): 267,259 – 267,259
Twelve Months Ended
March 31, 2014 (In thousands)
GAAPReported
SpecifiedItems
Non-GAAPAdjusted
Gross profit $ 2,886,257 $ 76,769 $ 2,963,026
Selling, general and administrative 1,986,229 286,963 1,699,266
Research and development 788,276 28,563 759,713 Operating income
111,752 392,295 504,047 Interest and other income (expense), net
(30,184 ) 21,375 (8,809 )
Earnings before income tax
provision/(benefit) 81,568 413,670 495,238 Income tax
provision/(benefit) (83,742 ) 92,039 8,297
Earnings after income
tax provision/(benefit) $ 165,310 $ 321,631 $ 486,941 Weighted
average number of shares outstanding (diluted): 272,947 - 272,947
Twelve Months Ended March 31, 2013 (In
thousands)
GAAPReported
SpecifiedItems
Non-GAAPAdjusted
Gross profit $ 2,444,919 $ 37,965 $ 2,482,884
Selling, general and administrative 1,558,306 43,900 1,514,406
Research and development 963,594 71,000 892,594 Operating income
(loss) (76,981 ) 152,865 75,884 Interest and other income
(expense), net 32,123 - 32,123
Earnings (losses) before income
tax benefit (44,858 ) 152,865 108,007 Income tax benefit
(12,755 ) - (12,755 )
Earnings (losses) after income tax
benefit $ (32,103 ) $ 152,865 $ 120,762 Weighted average number
of shares outstanding (diluted): 266,807 - 266,807
Forest
Laboratories, Inc. Reconciliation of GAAP EPS to Non-GAAP
EPS For the Three and Twelve Months Ended March 31, 2014 and
2013 Three Months Ended Twelve
Months Ended
March 31,
March 31, (In thousands, except per share amounts)
2014
2013
2014
2013
Reported Net income (loss): $ 54,084
$
45,443 $ 165,310 $ (32,103 ) Specified items: Amortization arising
from business combinations and acquisitions of product rights
Recorded in Cost of sales 12,855 10,709 48,514 37,965 Recorded in
SG&A 49,357 11,005 94,214 43,900 Project rejuvenate
109,147 – 154,147 – Inventory step-up charge 28,255 – 28,255 –
Commitment fees 21,375 – 21,375 – Write-off of Nabriva note
receivable – – 26,182 – Aptalis acquisition and integration costs
40,983 – 40,983 – Upfront payment to Adamas – – – 71,000 Income tax
impact of specified items (75,218 ) – (92,039 ) –
Adjusted Non-GAAP earnings: $ 240,838 $ 67,157
$ 486,941 $ 120,762
Reported Diluted earnings (loss) per share: $ 0.20 $ 0.17 $
0.61 $ (0.12 ) Specified items: Amortization arising from business
combinations and acquisitions of product rights Recorded in Cost of
sales 0.05 0.04 0.18 0.14 Recorded in SG&A 0.18 0.04 0.35 0.16
Project rejuvenate 0.39 – 0.56 – Inventory step-up charge
0.10 – 0.10 – Commitment fees 0.08 – 0.08 – Write-off of Nabriva
note receivable – – 0.10 – Aptalis acquisition and integration
costs 0.15 – 0.15 – Upfront payment to Adamas – – – 0.27 Income tax
impact of specified items (0.27 ) – (0.34 ) – Rounding
(0.01 ) – (0.01 ) –
Adjusted Non-GAAP earnings per share: $ 0.87
$ 0.25 $ 1.78 $ 0.45
FOREST LABORATORIES, INC. AND
SUBSIDIARIES
CONSOLIDATED STATEMENTS OF
OPERATIONS
(Unaudited)
Three Months Ended Twelve Months Ended (In thousands, except
per share amounts) March 31, March 31, 2014 2013 2014
2013 Net revenue Net sales $ 1,048,280 $
783,186 $ 3,503,346 $ 2,904,936 Contract and other revenue
43,998 30,640 143,553
189,066 Total revenue 1,092,278 813,826
3,646,899 3,094,002 Cost
of goods sold 249,287 177,826 760,642 649,083
Gross profit 842,991
636,000 2,886,257
2,444,919 Operating expenses Selling, general and
administrative 678,821 372,728 1,986,229 1,558,306 Research and
development 191,988 240,299
788,276 963,594 Total operating expenses
870,809 613,027 2,774,505
2,521,900 Operating income (loss) (27,818 )
22,973 111,752 (76,981 ) Interest and other income (expense), net
(42,832 ) 7,845 (30,184 ) 32,123
Income (loss) before income taxes (70,650 ) 30,818 81,568
(44,858 ) Income tax expense (benefit) (124,734 )
(14,625 ) (83,742 ) (12,755 ) Net income (loss) $
54,084 $ 45,433 $ 165,310 $ (32,103 )
Net income (loss) per common share: Basic $ 0.20 $ 0.17 $
0.61 $ (0.12 ) Diluted $ 0.20 $ 0.17 $ 0.61 $ (0.12 )
Weighted average number of common shares outstanding: Basic
271,408 266,322 269,129 266,807 Diluted 277,082 267,259 272,947
266,807
*The Company modified its presentation of its Consolidated
Statements of Operations effective for all periods presented.
Interest income, interest expense and other miscellaneous
income/expense is now presented in the Interest and other income
(expense) caption below Operating income (loss).
Forest will host a conference call at 10:00 AM EDT today to
discuss the results. The conference call will be webcast live
beginning at 10:00 AM EDT on the Company’s website at www.frx.com.
Please log on to the website at least fifteen minutes prior to the
conference call as it may be necessary to download software to
access the call. A replay of the conference call will be available
until May 22, 2014 and also by dialing 1 800 283-7928 (US or
Canada) or 1 402 220-0866 (international), Conference ID:
FRXQ414.
About Forest Laboratories and Its
Products
Forest Laboratories (NYSE:FRX) is a leading, fully integrated,
specialty pharmaceutical company largely focused on the United
States market. Forest markets a portfolio of branded drug products
and develops new medicines to treat patients suffering from
diseases principally in five therapeutic areas: central nervous
system, cardiovascular, gastrointestinal, respiratory, and
anti-infective. Forest’s strategy of acquiring product rights for
development and commercialization through licensing, collaborative
partnerships and targeted mergers and acquisitions allows Forest to
take advantage of attractive late-stage development and commercial
opportunities, thereby managing the risks inherent in drug
development. In January 2014, Forest acquired Aptalis
Pharmaceuticals for $2.9 billion in cash in order to gain access to
its GI and Cystic Fibrosis products, including treatments for
Ulcerative Proctitis, Duodenal Ulcers, H. Pylori, Anal Fissures,
and Pancreatic Insufficiency. In February 2014, Forest and Actavis
plc announced an agreement where Forest would be acquired for about
$25 billion in cash and stock. The acquisition of Forest by Actavis
is contingent upon regulatory and shareholder approvals.
Forest is headquartered in New York, NY.
Safe Harbor Statement
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 and of Furiex by Forest, including future financial and
operating results, Forest’s or Actavis’ or Furiex’s plans,
objectives, expectations and intentions and the expected timing of
completion of the transactions. 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, Furiex’s business and risks
associated with acquisition transactions. These factors include,
among others, the inherent uncertainty associated with financial
projections; 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; restructuring in connection with, and
successful closing of, the acquisitions; subsequent integration of
the companies and the ability to recognize the anticipated
synergies and benefits of the acquisitions; the ability to obtain
required regulatory approvals for the transactions (including the
approval of antitrust authorities necessary to complete the
acquisitions) 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 transactions; the ability to obtain the requisite
shareholder approvals; the risk that conditions to closing of the
acquisitions may not be satisfied on a timely basis or at all; the
failure of the proposed transactions 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; 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.
Additional Information and Where to
Find It
This release 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 acquisition of Furiex by Forest, Furiex will file a proxy
statement with the SEC (the “Furiex Proxy”). Additionally, Furiex
will file other relevant materials with the SEC in connection of
the proposed acquisition. The Furiex Proxy and other materials that
Furiex plans to file with the SEC will contain important
information about Furiex, Forest, the proposed merger and related
matters. The Furiex Proxy will be delivered to the security holders
of Furiex. In connection with the proposed merger between Actavis
plc (“Actavis”) and Forest, Actavis has filed with 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 “Forest/Actavis Proxy and
Prospectus”). The registration statement is not yet effective. The
definitive Forest/Actavis Proxy and Prospectus will be delivered to
security holders of Actavis and Forest. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE FURIEX PROXY, THE FOREST/ACTAVIS
PROXY AND PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC THAT HAVE BEEN OR WILL BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE
PARTIES THERETO THAT SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING
A DECISION ABOUT THE MERGER. Security holders of Furiex may obtain
free copies of the Furiex Proxy and other documents filed with the
SEC by Forest or Furiex, without charge, from the SEC's website
(http://www.sec.gov). In addition, investors and security holders
of Furiex may obtain free copies of the documents Furiex files with
the SEC by directing a written request to Furiex Pharmaceuticals,
Inc., 3900 Paramount Parkway, Suite 150, Morrisville, NC 27560,
Attention: Investor Relations. Copies of Furiex’s filings with the
SEC may also be obtained at the “Investors” section of Furiex’s
internet website at www.furiex.com. Investors and security holders
of Actavis and Forest may obtain free copies of the Forest/Actavis
Proxy and other documents filed with the SEC by Actavis and Forest,
without charge, from the SEC's website (http://www.sec.gov). In
addition, 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
Solicitation
Forest, Furiex and their directors and certain of their
executive officers may be considered participants in the
solicitation of proxies from the security holders of Furiex in
connection with the proposed transaction between Forest and Furiex.
Information about those directors and executive officers of Furiex,
including their ownership of Furiex securities, is set forth in the
proxy statement for Furiex’s 2014 Annual Meeting of Stockholders,
which was filed with the SEC on April 11, 2014, as supplemented by
other Furiex filings 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. Investors and security holders may obtain
additional information regarding the direct and indirect interests
of Furiex, Forest and their directors and executive officers in the
proposed transaction by reading the applicable proxy statement and
other public filings referred to above. Additional information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the Furiex Proxy and
other relevant materials to be filed with the SEC when they become
available.
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 between Actavis and Forest. 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
Forest/Actavis Proxy and 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 Forest/Actavis Proxy and Prospectus and will be
contained in the definitive Forest/Actavis Proxy and Prospectus and
other relevant materials to be filed with the SEC when they become
available.
Forest Laboratories, Inc.Frank J. Murdolo, 1-212-224-6713Vice
President - Investor Relationsmedia.relations@frx.comorAmanda
Kaufman, 1-646-231-7316Senior Manager Corporate Communications and
Media Relationsamanda.kaufman@frx.com
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