Actavis plc (NYSE:ACT) and Forest Laboratories, Inc. (NYSE:FRX)
today announced the preliminary results of the elections made by
stockholders of Forest regarding their preference as to the form of
merger consideration they will receive in connection with Actavis’
pending acquisition of Forest. Subject to regulatory approval and
other customary closing conditions, the closing of the acquisition
is expected to be effective on July 1st, 2014.
As previously announced, on February 17, 2014, Actavis, Forest,
Tango US Holdings Inc., Tango Merger Sub 1 LLC and Tango Merger Sub
2 LLC, entered into an Agreement and Plan of Merger (the “Merger
Agreement”). Pursuant to the Merger Agreement, Forest stockholders
were entitled to elect to receive, (i) .3306 of an Actavis ordinary
share and $26.04 in cash, without interest (the “Standard Election
Consideration”), (ii) .4723 of an Actavis ordinary share, subject
to proration and allocation procedures set forth in the Merger
Agreement (the “Stock Election Consideration”) or (iii) $86.81 in
cash, without interest, subject to proration and allocation
procedures set forth in the Merger Agreement (the “Cash Election
Consideration”), in exchange for each share of Forest common stock.
The deadline for making this election was 5:00 p.m., New York City
time, on June 27, 2014 (the “Election Deadline”).
Based on available information as of the Election Deadline, the
preliminary merger consideration election results are as
follows:
- Holders of approximately 13.81% of the
outstanding shares of Forest common stock, or 37,487,783 shares of
common stock, elected the Standard Election Consideration.
- Holders of approximately 0.44% of the
outstanding shares of Forest common stock, or 1,202,340 shares of
common stock, elected the Cash Election Consideration.
- Holders of approximately 72.78% of the
outstanding shares of Forest common stock, or 197,607,707 shares of
common stock, elected the Stock Election Consideration.
Holders of approximately 12.97% of the outstanding shares of
Forest common stock, or 35,228,456 shares of common stock, failed
to make a valid election prior to the Election Deadline, and
therefore are deemed to have elected the Standard Election
Consideration.
Because the Stock Election Consideration option was
substantially oversubscribed, the consideration to be received by
the holders who elected the Stock Election Consideration will be
prorated pursuant to the terms set forth in the Merger Agreement
and as further described in the Joint Proxy Statement/Prospectus of
Actavis and Forest, dated May 5, 2014. After the final results of
the merger consideration election process are determined, the final
allocation of merger consideration will be calculated in accordance
with the terms of the Merger Agreement.
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 expected results of the merger
consideration election process and the 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 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 (File No.
14856401) 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 expected results of the merger consideration
election process and the 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 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.
Actavis:Investors:Lisa DeFrancesco,
862-261-7152orMedia:Charlie Mayr,
862-261-8030orForest:Investors:Frank J. Murdolo,
212-224-6714orMedia:Amanda Kaufman, 646-231-7316
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