DUBLIN and NEW YORK, June 30,
2014 /PRNewswire/ -- 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.
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
Logo -
http://photos.prnewswire.com/prnh/20130124/NY47381LOGO
SOURCE Actavis plc