Forest Laboratories, Inc. (NYSE: FRX) today announced that,
subject to the close of the pending acquisition (the “Acquisition”)
of Forest by Actavis plc (NYSE: ACT), Actavis is offering to
guarantee certain of Forest’s outstanding debt securities in
exchange for the elimination of the existing registration rights
obligations with respect to those outstanding debt securities.
Forest is soliciting consents (“Consents”) from holders of its
securities listed in the table below (the “FRX Notes”) to eliminate
Forest’s existing contractual registration rights obligations (the
“Proposed Amendments”) (each, a “Consent Solicitation” and,
together, the “Consent Solicitations”). In exchange for the
elimination of such registration rights, and subject to certain
conditions and the closing of the Acquisition, Actavis is offering
to issue an unconditional and irrevocable guarantee (each, a “ACT
Guarantee” and, together, the “ACT Guarantees”) of each series of
FRX Notes as identified in the table below:
Series of FRX Notes
AggregatePrincipal
AmountOutstanding
4.375% Senior Notes due 2019 U.S. $1.05
billion 4.875% Senior Notes due 2021 U.S. $750
million 5.00% Senior Notes due 2021 U.S. $1.2
billion
The Consent Solicitations are being made upon the terms and
subject to the conditions set forth in the Offering
Memorandum/Consent Solicitation Statement, dated May 22, 2014 (as
may be amended or supplemented from time to time, the “Consent
Solicitation Statement”). The ACT Guarantees have not been and will
not be registered under the Securities Act of 1933, as amended, or
any state securities laws. The ACT Guarantees may not be offered or
sold in the United States or to any U.S. persons except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws. The Consent
Solicitations are only being made, and copies of the Consent
Solicitation Statement will only be made available, to holders of
the FRX Notes that have certified to Forest as to certain matters,
including their status as either (1) a "qualified institutional
buyer" under Rule 144A under the Securities Act or (2) a person who
is not a "U.S. person" as defined under Regulation S under the
Securities Act.
The Consent Solicitations will expire at 5:00 p.m. (New York
City time) on June 6, 2014 unless earlier terminated or extended by
Forest in its sole discretion (for each series of FRX Notes, such
time and date, as they may be extended, the “Expiration Time”). In
the case of each series of FRX Notes, Consents may be revoked at
any time prior to the Expiration Time.
If holders of the majority in aggregate principal amount of the
outstanding FRX Notes of each series have been received (“Required
Consents”) and certain other customary conditions described in the
Consent Solicitation Statement are satisfied or waived, Forest and
the trustee for the FRX Notes will enter into a waiver and
amendment to the registration rights agreements applicable to the
FRX Notes and supplemental indentures to the indentures for the FRX
Notes, which shall include the Proposed Amendments. The Proposed
Amendments, however, will not become operative unless and until
Actavis fully, unconditionally and irrevocably guarantees the FRX
Notes. Assuming the foregoing conditions are satisfied or waived,
Actavis will enter into supplemental indentures to the indentures
for the FRX Notes promptly following the closing of the Acquisition
to provide for the ACT Guarantees.
Forest has engaged D.F. King & Co., Inc. to act as the
Information and Tabulation Agent for the Consent Solicitations.
Holders wishing to certify that they are Eligible Holders and be
eligible to receive a copy of the Consent Solicitation Statement
should go to www.dfking.com/frx and complete the eligibility form.
Requests for assistance may be directed to D.F. King & Co.,
Inc. at (212)-269-5550 or (800)-967-4617 (toll free) or
frx@dfking.com.
This press release is for informational purposes only and does
not constitute an offer of the ACT Guarantees or a solicitation of
Consents. The information in this press release is subject in all
respects to the terms and conditions set forth in the Consent
Solicitation Statement. The Consent Solicitations do not constitute
an offer of the ACT Guarantees in any jurisdiction in which, or to
or from any person to or from whom, it is unlawful to make such
offer under applicable securities or "blue sky" or other laws. None
of Actavis, Forest, their respective boards of directors, the
trustee, the Information and Tabulation Agent, the solicitation
agent or any of their respective affiliates makes any
recommendation as to whether holders should tender, or refrain from
tendering, all or any portion of the principal amount of their FRX
Notes pursuant to the Consent Solicitations.
The Consent Solicitations are being made solely pursuant to the
Consent Solicitation Statement, which more fully set forth and
govern the terms and conditions of the Consent Solicitation. The
Consent Solicitation Statement contains important information and
should be read carefully before any decision is made with respect
to the Consent Solicitations.
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 containing 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. Each of Actavis and Forest has mailed to its stockholders or
shareholders the proxy statement/prospectus. In addition, each of
Actavis and Forest has filed and will file with the SEC other
documents with respect to the proposed transaction. INVESTORS AND
SECURITY HOLDERS OF ACTAVIS AND FOREST ARE URGED TO READ THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders will be able to obtain
free copies of the registration statement and the definitive 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 will be available 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 will be available 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 its proxy statement for its 2014 annual
meeting of shareholders, which was filed with the SEC on March 28,
2014 and certain of its Current Reports on Form 8-K. Additional
information regarding the participants in the proxy solicitations
and a description of their direct and indirect interests, by
security holdings or otherwise, is contained in the joint proxy
statement/prospectus filed with the above-referenced registration
statement on Form S-4 and other relevant materials to be filed with
the SEC when they become available.
About Forest Laboratories
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. To learn more, visit
www.frx.com. Information on our Web site is not incorporated into,
and does not form a part of, this press release.
Except for the historical information contained herein, this
release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These
statements involve a number of risks and uncertainties, including
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.
Forest Laboratories, Inc.Frank J. Murdolo, 212-224-6714Vice
President – Investor Relationsmedia.relations@frx.comorAmanda
KaufmanMedia Relationsamanda.kaufman@frx.com
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