Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
May 14 2014 - 5:07PM
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
Set forth below is an e-mail sent on May 14, 2014 by Brent L. Saunders, President and Chief Executive Officer of Forest Laboratories, Inc. to employees
of Forest Laboratories, Inc.:
Dear DD&R Colleagues,
As
you have seen, this morning we announced the leadership team of the combined company of Actavis and Forest, effective upon the close of the transaction. In what is understandably most notable to our DD&R colleagues, Marco Taglietti has announced
his decision to leave the company to pursue other professional opportunities.
Since joining Forest in 2007, Marco has led a remarkable period of
productivity and achievement. In the last five years alone, Forest has completed 10 U.S. and 9 international submissions, resulting in 8 U.S. and 5 international approvals. I am confident that this legacy of superior product development will
continue as we combine with Actavis and build a leading specialty pharmaceutical business. We are pleased that Marco has committed to remaining with the company on an interim basis to support integration of our branded R&D operations.
I am proud of the drug development and research team at Forest. We have a strong track record of success during recent years and expect that it will be a
core strength of our future combined company.
I understand that this news may cause some uncertainty, and I would like to assure you that we remain fully
committed to driving innovation in branded pharmaceutical R&D to deliver relevant products to patients in need. In fact, we expect to invest more than $1 billion in branded and generic research and development following the merger. We also
continue to be very interested in pursuing additional business development opportunities to expand our pipeline of branded medicines.
While Marco will
continue his leadership of DD&R, we have initiated a search for his replacement. This search will be conducted within Forest and externally for candidates who possess exceptional experience running a branded R&D organization. We expect to
announce a decision in the near future. As we proceed with pre-integration planning, we remain firmly committed to transparent and timely communication.
I deeply appreciate your dedication and focus in continuing to deliver on our key drug development objectives.
Brent
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 joint proxy statement of Actavis and Forest that also constitutes a prospectus of
Actavis. The registration statement was declared effective by the SEC on May 2, 2014. Actavis and Forest commenced mailing the definitive joint proxy statement/prospectus to their respective shareholders on or about May 6, 2014. 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 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 and a description of their direct and indirect interests, by security holdings or otherwise, is set forth in
the definitive joint proxy statement/ prospectus. 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, Inc.s proxy statement for its 2013 annual meeting of stockholders, which was filed with the SEC on
March 29, 2013, and certain of its Current Reports on Form 8-K.
Forest Cautionary Statement Regarding Forward-Looking Statements
This communication 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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