Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
April 30 2014 - 5:21PM
Edgar (US Regulatory)
Filed by Forest Laboratories, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Forest Laboratories, Inc.
Form S-4 File No.: 333-194781
The following is an
excerpt from Forest Laboratories Inc.s fourth quarter earnings call held on April 29, 2014:
Brenton L. Saunders Chief Executive
Officer, Forest Laboratories Inc.
The proposed combination of Actavis and Forest is another exceptional illustration of this type of thinking. By
combining a leading global generic company with a growing specialty pharma product offering and a fast-growing predominantly U.S. specialty pharma company, we are working to create a new breed of specialty pharma company; one focused on growth,
lower risk R&D efforts and cash flow generation. We seek to maintain the strength of each company while capturing all the top-line and cost-reduction synergies that will come from this unique combination. And in doing so, we believe we will be
at the front edge of our fast-changing industry.
****
And
I believe, as I said during my opening remarks, for a company like Forest and even a company like Actavis plus Forest, we dont need necessarily a lot of fewer sales reps. We need more products. And we believe where we have a five product line
call in GI or we have a three or four product line call in CNS, all the products do better because the reps have more access and theyre more relevant to the doctors. And we can talk not just about one product over and over again, but we can
talk about disease states and multiple treatment options. And that just puts us in a stronger position all around and really it rises tides for all the products.
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 PROXYSTATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR 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 Forests internet website at www.frx.com or by contacting Forests 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.
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, Forests or Actavis plans, objectives, expectations and intentions and the expected
timing of completion of the transaction. It is important to note that Forests goals and expectations are not predictions of actual performance. Actual results may differ materially from Forests current expectations depending upon a
number of factors affecting Forests 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.
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