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BN 03/10 20:05 *ACTAVIS, ALLERGAN HOLDERS APPROVE PROPOSALS RELATED TO ACTAVIS’
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Actavis and Allergan Shareholders Approve Proposals Related to Actavis’ Planned Acquisition of Allergan
2015-03-10 20:05:00.160 GMT
Actavis and Allergan Shareholders Approve Proposals Related to Actavis’
Planned Acquisition of Allergan
Business Wire
DUBLIN, Ireland & IRVINE, Calif. -- March 10, 2015
Actavis plc (NYSE: ACT) and Allergan, Inc. (NYSE: AGN) announced that, at
shareholder meetings held today, all proposals related to Actavis’ planned
acquisition of Allergan were approved by both Actavis’ and Allergan’s
shareholders.
Actavis’ and Allergan’s shareholder approvals satisfy certain conditions to
the closing of the transaction. The closing of the transaction is expected to
occur late in the first quarter or early in the second quarter of 2015,
subject to the satisfaction or waiver of certain regulatory approvals and
other customary closing conditions.
About Actavis
About 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.
About Allergan
Allergan is a multi-specialty health care company established more than 60
years ago with a commitment to uncover the best of science and develop and
deliver innovative and meaningful treatments to help people reach their life’s
potential. Today, we have approximately 10,500 highly dedicated and talented
employees, global marketing and sales capabilities with a presence in more
than 100 countries, a rich and ever-evolving portfolio of pharmaceuticals,
biologics, medical devices and over-the-counter consumer products, and
state-of-the-art resources in R&D, manufacturing and safety surveillance that
help millions of patients see more clearly, move more freely and express
themselves more fully. From our beginnings as an eye care company to our focus
today on several medical specialties, including eye care, neurosciences,
medical aesthetics, medical dermatology, breast aesthetics, and urologics,
Allergan is proud to celebrate more than 60 years of medical advances and
proud to support the patients and customers who rely on our products and the
employees and communities in which we live and work.
For more information regarding Allergan, go to: www.allergan.com.
Cautionary Statement Regarding Forward-Looking Statements
Statements contained in this communication that refer to Actavis’ or
Allergan’s estimated or anticipated future results, including estimated
synergies, or other non-historical facts are forward-looking statements that
reflect Actavis’ or Allergan’s 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,”
“targets,” “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 benefits of the Allergan acquisition, including future
financial and operating results, Actavis’ or Allergan’s plans, objectives,
expectations and intentions and the expected timing of completion of the
transaction. It is important to note that Actavis’ and Allergan’s respective
goals and expectations are not predictions of actual performance. Actual
results may differ materially from Actavis’ or Allergan’s current expectations
depending upon a number of factors affecting Actavis’ business, Allergan’s
business and risks associated with acquisition transactions. These factors
include, among others, the inherent uncertainty associated with financial
projections; restructuring in connection with, and successful closing of, the
Allergan acquisition; subsequent integration of the Allergan acquisition and
the ability to recognize the anticipated synergies and benefits of the
Allergan acquisition; 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 Allergan 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 Allergan’s products; Actavis’
and Allergan’s ability to successfully develop and commercialize new products;
Actavis’ and Allergan’s ability to conform to regulatory standards and receive
requisite regulatory approvals; availability of raw materials and other key
ingredients; uncertainty and costs of legal actions and government
investigations; the inherent uncertainty associated with financial
projections; fluctuations in Actavis’ operating results and financial
condition, particularly given our manufacturing and sales of branded and
generic products; risks associated with acquisitions, mergers and joint
ventures, such as difficulties integrating businesses, uncertainty associated
with financial projections, projected synergies, restructuring, increased
costs, and adverse tax consequences; the adverse impact of substantial debt
and other financial obligations on the ability to fulfill and/or refinance
debt obligations; risks associated with relationships with employees, vendors
or key customers as a result of acquisitions of businesses, technologies or
products; our compliance with federal and state healthcare laws, including
laws related to fraud, abuse, privacy security and others; risks of the
generic industry generally; generic product competition with our branded
products; uncertainty associated with the development of commercially
successful branded pharmaceutical products; uncertainty associated with
development and approval of commercially successful biosimilar products; costs
and efforts to defend or enforce technology rights, patents or other
intellectual property; expiration of Actavis’ and Allergan’s patents on our
branded products and the potential for increased competition from generic
manufacturers; risks associated with owning the branded and generic version of
a product; competition between branded and generic products; the ability of
branded product manufacturers to limit the production, marketing and use of
generic products; Actavis’ and Allergan’s ability to obtain and afford
third-party licenses and proprietary technology we need; Actavis’ and
Allergan’s potential infringement of others’ proprietary rights; our
dependency on third-party service providers and third-party manufacturers and
suppliers that in some cases may be the only source of finished products or
raw materials that we need; Actavis’ competition with certain of our
significant customers; the impact of our returns, allowance and chargeback
policies on our future revenue; successful compliance with governmental
regulations applicable to Actavis’ and Allergan’s respective third party
providers’ facilities, products and/or businesses; the difficulty of
predicting the timing or outcome of product development efforts and regulatory
agency approvals or actions, if any; Actavis’ and Allergan’s vulnerability to
and ability to defend against product liability claims and obtain sufficient
or any product liability insurance; Actavis’ and Allergan’s ability to retain
qualified employees and key personnel; the effect of intangible assets and
resulting impairment testing and impairment charges on our financial
condition; Actavis’ ability to obtain additional debt or raise additional
equity on terms that are favorable to Actavis; difficulties or delays in
manufacturing; our ability to manage environmental liabilities; global
economic conditions; Actavis’ ability to continue foreign operations in
countries that have deteriorating political or diplomatic relationships with
the United States; Actavis’ and Allergan’s ability to continue to maintain
global operations; risks associated with tax liabilities, or changes in U.S.
federal or international tax laws to which we are subject, including the risk
that the Internal Revenue Service disagrees that Actavis is a foreign
corporation for U.S. federal tax purposes; risks of fluctuations in foreign
currency exchange rates; risks associated with cyber-security and
vulnerability of our information and employee, customer and business
information that Actavis stores digitally; Actavis’ ability to maintain
internal control over financial reporting; changes in the laws and
regulations, affecting among other things, availability, pricing and
reimbursement of pharmaceutical products; the highly competitive nature of the
pharmaceutical industry; Actavis’ ability to successfully navigate
consolidation of our distribution network and concentration of our customer
base; the difficulty of predicting the timing or outcome of pending or future
litigation or government investigations; developments regarding products once
they have reached the market and such other risks and uncertainties detailed
in Actavis’ and Allergan’s respective periodic public filings with the
Securities and Exchange Commission (the “SEC”), including but not limited to
Actavis’ Annual Report on Form 10-K for the year ended December 31, 2014 and
Allergan’s Annual Report on Form 10-K for the year ended December 31, 2014, as
amended from time to time in Actavis’ and Allergan’s respective other investor
communications. Except as expressly required by law, each of Actavis and
Allergan disclaim any intent or obligation to update or revise these
forward-looking statements.
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 Allergan, Actavis has filed with the SEC a
registration statement on Form S-4, including Amendment No. 1 thereto, that
contains a joint proxy statement of Actavis and Allergan that also constitutes
a prospectus of Actavis. The registration statement was declared effective by
the SEC on January 26, 2015. Each of Actavis and Allergan commenced mailing
the joint proxy statement/prospectus to its shareholders or its stockholders
on January 28, 2015. INVESTORS AND SECURITY HOLDERS OF ACTAVIS AND ALLERGAN
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
THAT HAVE BEEN FILED OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders are able to obtain free
copies of the registration statement and the joint proxy statement/prospectus
and other documents filed with the SEC by Actavis and Allergan through the
website maintained by the SEC at http://www.sec.gov. Copies of the documents
filed with the SEC by Actavis are 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 Allergan are available free of charge on Allergan’s internet website at
www.Allergan.com or by contacting Allergan’s Investor Relations Department at
(714) 246-4766.
Participants in the Merger Solicitation
Actavis, Allergan, 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 Allergan shareholders in connection with the
proposed merger is set forth in the joint proxy statement/prospectus.
Information about the directors and executive officers of Allergan is set
forth in its proxy statement for its 2014 annual meeting of stockholders,
which was filed with the SEC on March 26, 2014 and certain of its Current
Reports on Form 8-K. Information about the directors and executive officers of
Actavis is set forth in Actavis’ proxy statement for its 2014 annual meeting
of shareholders, which was filed with the SEC on March 28, 2014 and certain of
Actavis’ 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.
Contact:
Actavis
Investors:
Lisa DeFrancesco
(862) 261-7152
Media:
Charlie Mayr
(862) 261-8030
David Belian
(862) 261-8141
Allergan
Investors:
Joann Bradley
(714) 246-4766
David Nakasone
(714) 246-6376
Media:
Bonnie Jacobs
(714) 246-5134
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