DUBLIN and NEW YORK, June 23, 2014 /PRNewswire/
-- Actavis plc (NYSE: ACT) and Forest Laboratories, Inc.
(NYSE: FRX) today announced that C. David
Nicholson, PhD will be appointed Senior Vice President,
Actavis Global Brands R&D following the close of Actavis'
planned acquisition of Forest. In this role, Dr.
Nicholson will lead the global teams focused on developing Actavis'
significantly expanded branded R&D portfolio, as well as
defining long-term product development strategies and
collaborations. Dr. Nicholson will join Actavis
effective August 4, 2014 and will
report to Robert Stewart, who will
become the Chief Operating Officer of Actavis following the
close.
"David is a seasoned R&D leader who has transformed
organizations into drug development powerhouses," said Brent Saunders, Chief Executive Officer and
President at Forest Laboratories. "He brings an
exceptional track record spanning more than 30 years in the
industry to this critical brand product development position within
the new Actavis. His expertise in the
development of a diverse portfolio of products including treatments
in women's health, psychiatry, cardiovascular, anesthesiology and
immunology, matches exceptionally well with our current portfolio,
as well as our therapeutic category focus. He
also brings expertise in the development of biological products to
our organization. David is the ideal leader for
our development-focused branded R&D organization, and we look
forward to his contributions in maximizing the value of our
existing pipeline, while continuing to expand our development
portfolio in key therapeutic areas."
"The ability to recruit such an exceptionally talented
executive to our combined company demonstrates the breadth and
strength of our development portfolio and scientific capacity, and
a commitment to our development-focused approach for creating
innovative branded pharmaceuticals," said Paul Bisaro, Chairman and Chief Executive
Officer of Actavis. "David's experience
working in the U.S., UK, Germany
and the Netherlands, as well as
leading a team of 2,400 colleagues in sites around the world also
gives him a unique understanding of the global clinical and
regulatory environment that will help us develop specialty
pharmaceuticals not only for the U.S., but also for the expanded
global commercial footprint of our combined
company. His background will be critical in
advancing our near- and mid-term pipeline, including new exclusive
product opportunities, as well as defining a robust portfolio of
next-generation products."
Prior to his current role as Chief Technology Officer,
Executive Vice President R&D of Bayer Crop Sciences, Dr.
Nicholson was the head of R&D at Organon before its acquisition
by Schering-Plough. While at Organon, his teams
developed an impressive array of specialty pharmaceutical products
including Saphris and Remeron in CNS; NuvaRing, Implanon, Elonva
and NOMAC/E2 in Women's Health; Bridion and Zemuron in anesthesia;
and Arixtra in cardiovascular. Dr. Nicholson's
teams also had a pioneering role in the discovery of MK-3475, an
immuno-oncology PD1 inhibitor project that is now in phase 3 trials
at Merck.
At Bayer Crop Sciences, Dr. Nicholson leads a team of
approximately 4,000 scientists globally in the development of
next-generation agrochemicals and seeds. Dr.
Nicholson also served as the Senior Vice President, Licensing and
Knowledge Management at Merck and Senior Vice President, Global
Project Management and Drug Safety at
Schering-Plough. He began his career at
Beecham-Wulfing in Germany.
Dr. Nicholson serves on the Board of Directors of Actinium
and Transparency. He earned a PhD in Pharmacology from University
of Wales and a BSc in Pharmacology
from Manchester
University.
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
David
Belian
(862) 261-8141
Forest:
Investors:
Frank
J. Murdolo
(212) 224-6714
Media:
Amanda Kaufman
(646)
231-7316
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SOURCE Actavis plc