UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
June 9, 2014
Date
of Report (Date of earliest event reported)
FOREST
LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware |
|
1-5438 |
|
11-1798614 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
|
|
909 Third Avenue
New York, NY 10022 |
|
10022-4731 |
(Address of principal executive offices) |
|
(Zip Code) |
(212) 421-7850
Registrants telephone number, including area code
None
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On June 9, 2014, Forest Laboratories, Inc.
(Forest or the Company) issued a press release announcing the extension of the consent solicitations (Consent Solicitations) by the Company, a Delaware corporation, with respect to
Forests $1,200,000,000 in aggregate principal amount of outstanding 5.00% Senior Notes due 2021, $1,050,000,000 in aggregate principal amount of outstanding 4.375% Senior Notes due 2019 and $750,000,000 in aggregate principal amount of
outstanding 4.875% Senior Notes due 2021 (collectively, the Notes) to eliminate the registration rights obligations with respect to the Notes in exchange for the provision by Actavis plc of a guarantee of the Notes. A copy of the
press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference herein.
2
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
|
|
|
Exhibit Number |
|
Description |
|
|
99.1 |
|
Press Release of Forest Laboratories, Inc. entitled Forest Laboratories, Inc. Extends Expiration Time of Consent Solicitations to Eliminate Existing Registration Rights Obligations on Certain of its Senior Notes dated
June 9, 2014. |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
|
|
Dated: June 9, 2014 |
|
Forest Laboratories, Inc. |
(Registrant) |
|
/s/ A. Robert D. Bailey |
Name: |
|
A. Robert D. Bailey |
Title: |
|
Executive Vice President, Chief Financial Officer |
4
EXHIBIT INDEX
|
|
|
Exhibit No. |
|
Description |
|
|
99.1 |
|
Press Release of Forest Laboratories, Inc. entitled Forest Laboratories, Inc. Extends Expiration Time of Consent Solicitations to Eliminate Existing Registration Rights Obligations on Certain of its Senior Notes dated
June 9, 2014. |
5
Exhibit 99.1
Forest Laboratories, Inc. Extends Expiration Time of Consent Solicitations to Eliminate Existing Registration Rights Obligations on Certain of its Senior
Notes
Release Date:
Monday, June 9, 2014
8:03 am EST
NEW YORK (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 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 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. Forests
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.
CONTACT:
Forest Laboratories, Inc.
Frank J. Murdolo, 212-224-6714
Vice President Investor
Relations
media.relations@frx.com
or
Amanda Kaufman
Media Relations
amanda.kaufman@frx.com
Ticker Slug:
Ticker: FRX
Exchange: NYSE
Forest Road Acquisition (NYSE:FRX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Forest Road Acquisition (NYSE:FRX)
Historical Stock Chart
From Jul 2023 to Jul 2024