Forest Laboratories, Inc. (NYSE:FRX) today announced that it had
received valid consents (the “Requisite Consents”) from holders of a
majority in aggregate principal amount of each series of its securities
listed in the table below (the “FRX Notes”) to the elimination of
Forest’s contractual registration rights obligations with respect to
each series of FRX Notes (the “Proposed Amendments”) (collectively, the
“Consent Solicitations”). As consideration for the Requisite Consents,
Actavis plc (NYSE:ACT) will fully, unconditionally and irrevocably
guarantee (each, a “ACT Guarantee” and, together, the “ACT Guarantees”)
each series of FRX Notes, subject to the closing of Actavis’ pending
acquisition (the “Acquisition”) of Forest and certain other customary
conditions. The terms and conditions of the Consent Solicitations are
described in the Offering Memorandum/Consent Solicitation Statement,
dated May 22, 2014 (as may be amended or supplemented from time to time,
the “Consent Solicitations Statement”).
Series of FRX Notes
4.375% Senior Notes due 2019
U.S. $1.05 billion
4.875% Senior Notes due 2021
U.S. $750 million
5.00% Senior Notes due 2021
U.S. $1.2 billion
The Consent Solicitations expired as of 5:00 p.m. on June 12, 2014 and
revocation rights have been terminated. In accordance with the terms of
the Consent Solicitations, Forest and the trustee for the FRX Notes will
enter into a waiver and amendment to the registration rights agreements
applicable to the FRX Notes and supplemental indentures to the
indentures for the FRX Notes, which shall include the Proposed
Amendments. The Proposed Amendments, however, will not become operative
unless and until Actavis fully, unconditionally and irrevocably
guarantees the FRX Notes. Assuming the foregoing conditions are
satisfied or waived, Actavis will enter into supplemental indentures to
the indentures for the FRX Notes promptly following the closing of the
Acquisition to provide for the ACT Guarantees.
The ACT Guarantees have not been and will not be registered under the
Securities Act of 1933, as amended (the “Securities Act”), or any state
securities laws. The ACT Guarantees may not be offered or sold in the
United States or to any U.S. persons except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements
of the Securities Act and any applicable state securities laws.
Forest has engaged D.F. King & Co., Inc. to act as the Information and
Tabulation Agent for the Consent Solicitations. Holders with questions
regarding the consent solicitation should contact D.F. King & Co., Inc.
at (212) 269-5550 or (800) 967-4617 (toll free) or firstname.lastname@example.org.
This press release is for informational purposes only and does not
constitute an offer of the ACT Guarantees or a solicitation of Consents.
The information in this press release is subject in all respects to the
terms and conditions set forth in the Consent Solicitations Statement.
The Consent Solicitations do not constitute an offer of the ACT
Guarantees in any jurisdiction in which, or to or from any person to or
from whom, it is unlawful to make such offer under applicable securities
or “blue sky” or other laws. None of Actavis, Forest, their respective
boards of directors, the trustee, the Information and Tabulation Agent,
the solicitation agent or any of their respective affiliates makes any
recommendation as to whether holders should tender, or refrain from
tendering, all or any portion of the principal amount of their FRX Notes
pursuant to the Consent Solicitations.
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)
Participants in the Merger Solicitation
Actavis, Forest, their respective directors and certain of their
executive officers and employees may be considered participants in the
solicitation of proxies in connection with the proposed transaction.
Information regarding the persons who may, under the rules of the SEC,
be deemed participants in the solicitation of the Actavis and Forest
shareholders in connection with the proposed merger will be set forth in
the joint proxy statement/prospectus when it is filed with the SEC.
Information about the directors and executive officers of Forest is set
forth in its proxy statement for its 2013 annual meeting of
stockholders, which was filed with the SEC on July 8, 2013 and certain
of its Current Reports on Form 8-K. Information about the directors and
executive officers of Actavis is set forth in its proxy statement for
its 2014 annual meeting of shareholders, which was filed with the SEC on
March 28, 2014 and certain of its Current Reports on Form 8-K.
Additional information regarding the participants in the proxy
solicitations and a description of their direct and indirect interests,
by security holdings or otherwise, is contained in the joint proxy
statement/prospectus filed with the above-referenced registration
statement on Form S-4 and other relevant materials to be filed with the
SEC when they become available.
About Forest Laboratories
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 and shareholder approvals.
Forest is headquartered in New York, NY. To learn more, visit www.frx.com.
Information on our Web site is not incorporated into, and does not form
a part of, this press release.
Except for the historical information contained herein, this release
contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements involve a
number of risks and uncertainties, including 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