Forest Laboratories, Inc. Announces Receipt of Requisite Consents & Expiration of Consent Solicitations for Certain of its Se...
June 12 2014 - 5:00PM
Business Wire
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
Aggregate
Principal Amount
Outstanding
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 frx@dfking.com.
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) 224-6713.
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 developments.
Forest Laboratories, Inc.Frank J. Murdolo, 212-224-6714Vice
President – Investor Relationsmedia.relations@frx.comorAmanda
KaufmanMedia Relationsamanda.kaufman@frx.com
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