DUBLIN, July 1, 2014 /PRNewswire/ -- Actavis plc
(NYSE: ACT) today announced that it has completed the acquisition
of Forest Laboratories, Inc. (NYSE: FRX) in a cash and equity
transaction currently valued at approximately $28 billion. The combination creates one of
the world's fastest-growing specialty pharmaceutical companies,
with annual revenues of more than $15
billion anticipated for 2015.
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In conjunction with the close of the acquisition, Paul Bisaro, formerly Chairman and CEO of
Actavis, has been named to the position of Executive Chairman of
Actavis; Brent Saunders, formerly
CEO and President of Forest, has been named CEO and President of
Actavis; Robert Stewart, formerly
President, Global Operations for Actavis, has been named Chief
Operating Officer; Bill Meury,
formerly Executive Vice President, Sales and Marketing for Forest,
has been named Executive Vice President Commercial, North American
Brands; and David Buchen, formerly
Actavis' Chief Legal Officer, has been named Executive Vice
President Commercial, North American Generics and
International.
"The combination of Actavis and Forest creates an innovative new
model for success in the global specialty pharmaceutical industry,
built to compete within today's evolving healthcare landscape,"
said Brent Saunders, CEO and
President of Actavis. "Our business model is driven by a broad
portfolio of strong brand, generic and OTC products, a commitment
to development-focused, results oriented research and development
and the size and scale needed to efficiently and cost-effectively
meet the needs of our global customer base. The new Actavis
is uniquely positioned to deliver exceptional long-term financial
performance and expand access to pharmaceutical products for
patients around the world.
"Actavis' best-in-class commercial engine is powered by a
specialty brand business that is now positioned to compete with the
world's leading pharmaceutical companies, marketing more than 35
products across seven therapeutic market segments and maintaining
blockbuster product franchises in five therapeutic categories, as
well as a global generics business that remains an industry
powerhouse, with operations in approximately 60 countries and a top
10 position in more than 25 markets across the world," Saunders
added.
Supported by our strong commitment to research and development
of more than $1 billion annually, as
well as our industry-leading global supply chain powered by generic
DNA, focused on efficient and cost-effective delivery of the
highest quality products with the highest level of customer
service, we are positioned to drive continued long-term growth and
value for our shareholders, customers and employees. With the
acquisition now complete, we will immediately begin executing on
our comprehensive integration plans to ensure we are leveraging our
strengthened global organization to generate sustainable organic
earnings growth from our newly expanded base."
Financially Compelling Transaction
Actavis continues
to expect the transaction to generate double-digit accretion in
2015 and 2016, including approximately $1
billion in operating and tax synergies to be realized within
three years following the close. These synergies exclude any
additional revenue or manufacturing synergies, and are in addition
to standalone synergies announced publicly by Forest as part of its
Project Rejuvenate and acquisition of Aptalis. Actavis
further expects to generate strong operating cash flow in excess of
$4 billion on a pro forma basis for
2015, which would enable the Company to rapidly de-lever the
balance sheet.
Review of the Benefits of the Acquisition
The
combination of Actavis and Forest creates a new breed of specialty
pharmaceutical company, with size and scale, a balanced offering of
strong brands and generics, a focus on strategic, lower-risk drug
development and a flexible, scalable business model that permits it
to adapt quickly to ever-changing industry dynamics and drive
sustainable, long-term organic growth. The combined Company
begins operations with a defined global management structure, led
by a combination of Actavis and Forest senior executives, which has
been built to leverage the unique talents across the organization
and capitalize on global growth opportunities.
Dramatically Strengthens Actavis' Specialty Brands
Business
The close of the transaction creates a
world-class specialty brands business competing across multiple
market segments. On a pro forma combined basis for full year
2014, Actavis' brand pharmaceutical business now includes an
approximately $2 billion revenue CNS
franchise; Gastroenterology (GI) and Women's Health franchises
valued at approximately $1 billion in
revenue each; a Cardiovascular franchise that generates
approximately $500 million in
revenue; and Urology and Dermatology/Established Brand franchises
approaching $500 million a year in
revenue each; as well as emerging and sustainable portfolios in the
Infectious Disease and Respiratory therapeutic categories.
Delivers an Industry-Leading North American Sales and
Marketing Organization
The combined company's
North American sales force has extraordinary marketing reach,
with exceptional strength among primary care physicians,
gastroenterologists, psychiatrists, cardiologists, neurologists and
infectious disease specialists, in addition to its focus on
OBGyn's, urologists, gastroenterologists and dermatologists.
Using its innovative line-call strategy, the sales force is
strongly positioned to leverage select products in the legacy
Actavis Specialty Brands portfolio to the broader primary care
physician base in the United States. Actavis is committed to
using smart, focused promotion and a customer-focused sales culture
to drive continued growth and ensure all of the Company's products
achieve their full potential.
Further Expands Actavis' Development-Focused Brand and
Generic Pipeline
The new Actavis has one of the
strongest development-focused R&D organizations in the
pharmaceutical industry, with an emphasis on strategic, innovative
development of important durable products that will drive long-term
value, and on being the partner of choice for new and existing
development collaborations. The transaction strengthens
Actavis' specialty brands pipeline, with more than 25 products in
the near- or mid-term stage of development, including new exclusive
product opportunities as well as a robust portfolio of next
generation products. Actavis\' innovative specialty brands
pipeline now includes 16 product candidates at the Phase III or NDA
stages of development, including treatments for Alzheimer's
disease, cardiovascular disease, infectious disease, as well as
treatments for Schizophrenia and bipolar disorders, treatments for
COPD and an array of Women's Health conditions. The pending
acquisition of Furiex Pharmaceuticals, Inc. is expected to further
strengthen the pipeline, with Furiex's lead development product
eluxadoline complementing the Linzess® and
Asacol®/Delzicol® franchises to
enhance Actavis' world-class GI business.
The Company's investment in the development of innovative brand
products is complemented by Actavis' unwavering commitment to
invest in its best-in-class generic product development
organization, which is a leader in the industry with approximately
220 Abbreviated New Drug Applications (ANDAs) currently filed in
the United States, 60 of which are believed to be
confirmed as new first-to-file applications, and more than 750
filings across the globe. Actavis has taken significant steps
to dramatically enhance its development of generic injectable and
inhalation products, and continues to focus on complementing its
pipeline of solid oral dosage products with more complex
modified-release and other dosage forms.
Senior Leadership Team Built to Maximize Global Generic,
Brand Opportunities
Actavis' new senior management
structure brings exceptional pharmaceutical talent that was
available from both organizations to drive growth across the larger
and more complex combined business. The leadership
organization is structured to leverage the unique talents of the
executive team across the organization to capitalize on global
brand and generic growth opportunities, and to continue its focus
on generating long-term, organic double-digit earnings growth.
August 5th
Conference Call and Webcast Information
Actavis plans to
more fully discuss the acquisition as part of its second quarter
earnings conference call scheduled for August 5, 2014 at 8:30
a.m. Eastern Time. The dial-in number to access the
call is U.S./Canada 877-251-7980,
or from international locations, 706-643-1573. The Conference
ID is 65351447.
A taped replay of the conference call will also be available
beginning approximately two hours after the call's conclusion and
will remain available through 12:00 midnight
Eastern Time on August 19, 2014. The replay may
be accessed by dialing 855-859-2056 and entering Conference ID#
65351447. From international locations, the replay may be
accessed by dialing 404-537-3406 and entering the same pass
code. To access the webcast, go to Actavis' Investor
Relations Web site at http://ir.actavis.com. A replay of the
webcast will also be available.
About Actavis
Actavis plc (NYSE: ACT), headquartered
in Dublin, Ireland, is a unique
specialty pharmaceutical company focused on developing,
manufacturing and commercializing high quality affordable generic
and innovative branded pharmaceutical products for patients around
the world.
Actavis markets a broad portfolio of branded and generic
pharmaceuticals and develops innovative medicines for patients
suffering from diseases principally in the central nervous system,
gastroenterology, women's health, urology, cardiovascular,
respiratory and anti-infective therapeutic categories. The
Company is an industry leader in product research and development,
with one of the broadest brand development pipelines in the
pharmaceutical industry, and a leading position in the submission
of generic product applications. Actavis has commercial
operations in more than 60 countries and operates more than 30
manufacturing and distribution facilities around the world.
For more information, visit Actavis' website at
www.actavis.com.
Forward-Looking Statement
Statements contained in this
press release that refer to Actavis' estimated or anticipated
future results 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 release. For
instance, any statements in this press release concerning prospects
related to Actavis' strategic initiatives, product introductions
and anticipated financial performance are forward-looking
statements. It is important to note that Actavis' goals and
expectations are not predictions of actual performance. Actavis'
performance, at times, will differ from its goals and expectations.
Actual results may differ materially from Actavis' current
expectations depending upon a number of factors affecting Actavis'
business. These factors include, among others, the inherent
uncertainty associated with financial projections; successful
integration of the Forest acquisition and the ability to recognize
the anticipated synergies and benefits of the Forest acquisition;
the difficulty of predicting the timing and outcome of pending or
future litigation and government investigations and risks that an
adverse outcome in such litigation or investigations could render
Actavis liable for substantial damages or penalties; risks that
resolution of patent infringement litigation through settlement
could result in investigations or actions by private parties or
government authorities or agencies; the impact of competitive
products and pricing; risks related to fluctuations in foreign
currency exchange rates; 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; risks and
uncertainties normally incident to the pharmaceutical industry,
including product liability claims and the availability of product
liability insurance on reasonable terms; market acceptance of and
continued demand for Actavis' products; difficulties or delays in
manufacturing; the availability and pricing of third party sourced
products and materials; successful compliance with governmental
regulations applicable to Actavis' facilities, products and/or
businesses; changes in the laws and regulations, including
Medicare, Medicaid, and similar laws in foreign countries
affecting, among other things, pricing and reimbursement of
pharmaceutical products and the settlement of patent litigation;
and such other risks and uncertainties detailed in Actavis plc's
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 these forward-looking
statements.
CONTACTS:
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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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David
Belian
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(862)
261-8141
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To view the multimedia assets associated with this release,
please click:
http://www.multivu.com/players/English/7255051-actavis-forest-laboratories-acquisition-pharmaceutical
SOURCE Actavis plc