DUBLIN and NEW YORK, June 17,
2014 /PRNewswire/ -- Actavis plc (NYSE: ACT) and Forest
Laboratories, Inc. (NYSE: FRX) today announced that, at shareholder
meetings held today, all proposals related to Actavis' planned
acquisition of Forest were approved by both Actavis' and Forest's
shareholders.
Actavis' and Forest's shareholder approvals satisfy certain
conditions to the closing of the transaction. The closing of
the transaction remains subject to certain regulatory approvals and
other customary closing conditions, and is expected to occur at
mid-year.
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.
About Forest
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
approvals and other customary closing conditions.
Forest is headquartered in New York,
NY. To learn more, visit www.frx.com.
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.
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 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.
Forest Cautionary Statement Regarding Forward-Looking
Statements
This release 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, Forest's or Actavis' plans, objectives, expectations and
intentions and the expected timing of completion of the
transaction. It is important to note that Forest's goals and
expectations are not predictions of actual performance. Actual
results may differ materially from Forest's current expectations
depending upon a number of factors affecting Forest's 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 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.
CONTACTS:
Actavis:
Investors:
Lisa
DeFrancesco
(862) 261-7152
Media:
Charlie Mayr
(862) 261-8030
Forest:
Investors:
Frank J. Murdolo
(212) 224-6714
Media:
Amanda
Kaufman
(646) 231-7316
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SOURCE Actavis plc