Forest Laboratories, Inc. Extends Expiration Time of Consent Solicitations to Eliminate Existing Registration Rights Obligati...
June 09 2014 - 8:00AM
Business Wire
Forest Laboratories, Inc. (NYSE:FRX) today announced that it has
extended the expiration date of its consent solicitations (the
“Consent Solicitations”) to eliminate existing registration rights
obligations with respect to its outstanding debt securities listed
in the table below (the “FRX Notes”) in exchange for the offer by
Actavis plc (NYSE: ACT) to guarantee (the “ACT Guarantees”) each of
the FRX Notes. The Consent Solicitations were originally scheduled
to expire at 5:00 p.m., New York City time, on June 6, 2014. The
expiration date of the Consent Solicitations has been extended
until 5:00 p.m., New York City time, on June 12, 2014.
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
As of the time of this news release, a majority of holders of
each series of FRX Notes has delivered consents pursuant to the
Consent Solicitations.
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
Solicitations Statement, dated May 22, 2014 (as may be amended or
supplemented from time to time, the “Consent Solicitations
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 for the
FRX Notes, 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 Solicitations Statement, which more fully set forth and
govern the terms and conditions of the Consent Solicitation. The
Consent Solicitations 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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