DUBLIN and NEW YORK, June 30,
2014 /PRNewswire/ -- Actavis plc (NYSE: ACT) and Forest
Laboratories, Inc. (NYSE: FRX) today announced that the U.S.
Federal Trade Commission (FTC) has voted to approve Actavis'
proposed acquisition of Forest. The vote in support of the
transaction follows Actavis and Forest's agreement to a proposed
consent order, pursuant to which the companies have agreed to
divest certain products as a condition to obtaining FTC
approval. The closing of the transaction remains subject to
other customary closing conditions, and is expected to be effective
on July 1, 2014.
Under the terms of the consent order with the FTC and subject to
the consummation of the transaction between Actavis and Forest,
Actavis will divest two approved applications to Impax
Laboratories, Inc.: Lamotrigine orally disintegrating tablets (ODT)
and Ursodiol tablets.
Forest will divest its approved application and manufacturing
rights for propranolol extended release capsules to an affiliate of
Catalent Pharma Solutions. The product will continue to be
marketed by Breckenridge Pharmaceutical, Inc. In addition,
Forest will end its license and supply agreement with Valeant
Pharmaceuticals Inc. for the generic version of Tiazac
(diltiazem). Separate from the consent order, but still
subject to the consummation of the Actavis and Forest transaction,
Forest has also agreed to end its license and supply agreement on
the brand version of Tiazac, returning full rights to the product
to Valeant. Other terms of the divestitures were not
disclosed.
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 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 timing of the
Election Deadline and the 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 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 timing of the Election
Deadline and 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
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:
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Actavis:
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Investors:
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Lisa
DeFrancesco
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(862)
261-7152
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Media:
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Charlie Mayr
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(862)
261-8030
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Forest:
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Investors:
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Frank J.
Murdolo
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(212)
224-6714
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Media:
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Amanda
Kaufman
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(646)
231-7316
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SOURCE Actavis plc