DUBLIN, May 22, 2014 /PRNewswire/ -- Actavis plc (NYSE:
ACT) today announced that, subject to the close of its pending
acquisition (the "Acquisition") of Forest Laboratories, Inc. (NYSE:
FRX), it 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, an "ACT
Guarantee" and, together, the "ACT Guarantees") of each series of
FRX Notes as identified in the table below:
Series of FRX
Notes
|
Aggregate
Principal Amount
Outstanding
|
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.
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. Information on our Web
site is not incorporated into, and does not form a part of, this
press release.
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.
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, Quarterly Report on form 10-Q
for the quarter ended March 31, 2014
and Current Report on form 8-K filed on May
20, 2014 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.
CONTACTS:
Investors:
Lisa DeFrancesco
(862) 261-7152
Media:
Charlie Mayr
(862) 261-8030
David Belian
(862) 261-8141
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SOURCE Actavis plc