Andrx Certifies to the Satisfaction of Certain Conditions to Closing Acquisition by Watson
September 13 2006 - 7:30AM
Business Wire
Andrx Corporation (Nasdaq:ADRX) ("Andrx" or the "Company")
announced today that on September 12, 2006, it certified that each
representation and warranty of the Company contained in the merger
agreement, as amended, with Watson Pharmaceuticals, Inc. (NYSE:WPI)
is true and correct as of September 12, 2006, except as would not
have individually or in the aggregate, a material adverse effect
and that no material adverse effect has occurred with regard to
Andrx or its ability to consummate the merger since March 12, 2006.
The merger agreement, as amended, provides that in the event that
the representations and warranties made by Andrx in the merger
agreement are true and correct on September 12, 2006, then such
representations and warranties will be deemed to be true on all
dates subsequent to September 12, 2006. In addition, in the event
that no material adverse effect has occurred with regard to Andrx
or its ability to consummate the merger on September 12, 2006, then
if a material adverse effect were to occur after September 12,
2006, such material adverse effect will not affect the consummation
of the merger. The merger, which remains subject to Federal Trade
Commission approval, is anticipated to close in the fourth quarter
of 2006, but not later than November 13, 2006. About Andrx
Corporation We are a pharmaceutical company that: -- develops and
commercializes generic versions of primarily controlled-release
pharmaceutical products as well as oral contraceptives, and
selective immediate-release products; -- distributes pharmaceutical
products, primarily generics, which have been commercialized by
others, as well as our own, primarily to independent and chain
pharmacies and physicians' offices; and -- develops and
manufactures pharmaceutical products for other pharmaceutical
companies, including combination products and controlled-release
formulations. Forward-looking statements (statements which are not
historical facts) in this release are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. For this purpose, any statements contained herein or which
are otherwise made by or on behalf of Andrx that are not statements
of historical fact may be deemed to be forward-looking statements.
Without limiting the generality of the foregoing, words such as
"may," "will," "to," "plan," "expect," "believe," "anticipate,"
"intend," "could," "should," "would," "estimate," or "continue" or
the negative or other variations thereof or comparable terminology
are intended to identify forward-looking statements. Investors are
cautioned that all forward-looking statements involve risk and
uncertainties, including but not limited to, the completion of our
merger with Watson Pharmaceuticals, Inc., which sanctions, if any,
the FDA may seek in connection with its decision to place us in
Official Action Indicated (OAI) status or after any current or
future inspections, including without limitation sanctions relating
to any failure to comply with cGMP requirements and if and when the
"hold" on pharmaceutical product applications will be lifted;
whether we will be able to satisfactorily resolve the FDA's April
2006 483 - List of Inspectional Observations; our dependence on a
relatively small number of products; the timing and scope of
patents issued to our competitors; the timing and outcome of
patent, class action, derivative and other litigation and future
product launches; the submission and resolution of Citizen
Petitions; whether we will be awarded any marketing exclusivity
period and, if so, the precise dates thereof; whether we will
forfeit our, or our partner's, exclusivity or whether that
exclusivity will expire before we enjoy a full 180 days of
exclusivity; government regulation generally; competition;
manufacturing capacities; our ability to develop and successfully
commercialize new products; the loss of revenues and profits from
existing key products; increasing pricing pressures as a result of
more competitors, including the launch of authorized generics into
an exclusivity period; our ability to meet the supply and
manufacturing requirements of the Sciele Pharma, L. Perrigo
Company, Takeda or Teva Pharmaceuticals USA agreements; the fact
that our generic products are sold to, among others, major
wholesalers, with whom we compete in our distribution operations;
our relationship with our suppliers and customers and their views,
actions and reactions towards us following the announcement of our
Watson transaction; the impact of sales allowances; product
liability claims; management changes and the potential loss of key
personnel; the absence of certainty regarding the receipt of
required regulatory approvals or the timing or terms of such
approvals; our ability to commercialize all of our pre-launch
inventory; business interruption due to hurricanes or other events
outside of our control. Actual results may differ materially from
those projected in a forward-looking statement. We are also subject
to other risks detailed in our 2005 Annual Report, or, from time to
time, in our other SEC filings. Subsequent written and oral
forward-looking statements attributable to us or to persons acting
on our behalf are expressly qualified in their entirety by the
cautionary statements set forth in our 2005 Annual Report and in
our other SEC filings. Readers are cautioned not to place reliance
on these forward-looking statements, which are valid only as of the
date they were made. We undertake no obligation to update or revise
any forward-looking statements to reflect new information or the
occurrence of unanticipated events or otherwise, except as
expressly required by law. This release and additional information
about Andrx Corporation is also available on the Internet at:
http://www.andrx.com.
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