DUBLIN, Oct. 1, 2013
/PRNewswire/ -- Actavis plc (NYSE: ACT) ("Actavis") today
announced that it has completed the acquisition of Warner Chilcott
plc (NASDAQ: WCRX) ("Warner Chilcott") in a stock-for-stock
transaction valued at approximately $8.5
billion. The combination creates a leading global
specialty pharmaceutical company with approximately $11 billion in anticipated pro forma combined
annual 2013 revenue, and the third-largest specialty pharmaceutical
business in the U.S. with approximately $3
billion in annual revenue focused on the core therapeutic
categories of Women's Health, Urology, Gastroenterology and
Dermatology.
In connection with the acquisition, Actavis and Warner Chilcott
have been combined under a new company incorporated in Ireland, and have adopted the global name
Actavis plc. Shares of Actavis plc will trade on the New York
Stock Exchange under the ticker symbol ACT. The scheme of
arrangement to effect Actavis' acquisition of Warner Chilcott plc
has taken effect today, and Warner Chilcott shareholders will
receive the consideration to which they are entitled under the
scheme of arrangement within 14 days.
"The combination of Actavis and Warner Chilcott creates a
premier specialty pharmaceutical leader under the Actavis Specialty
Brands umbrella. This enhanced business segment is uniquely
positioned to meet the healthcare needs of patients around the
world — particularly as a leader in Women's Health," said
Paul Bisaro, President and CEO of
Actavis. "The acquisition more than doubles Actavis'
Specialty Brands portfolio and delivers an industry leading
pipeline with more than 25 products in various stages of
development.
"Within our Women's Health segment, we are now a strong leader
with over 90 percent share of voice in oral contraceptives based on
IMS Audits and have an expanded pipeline including seven new
development programs encompassing three near-term launches and more
than 10 products in late-stage development. Additionally, the
combination bolsters our Urology business, establishes a platform
for continued expansion into the Gastroenterology and Dermatology
therapeutic categories and provides the opportunity to introduce a
broader portfolio of new products in Actavis' expanded global
footprint.
"We are pleased with the performance of this business to date,
including a record number of launches and the successful
introductions of Minastrin™ 24, Delzicol™ and Doryx® 200
mg. When combined with the global commercial presence of
Actavis Pharma and supported by our industry-leading Actavis Global
Operations team, we now operate a formidable specialty
pharmaceutical company. We have immediately implemented a
comprehensive integration process, and will focus our efforts on
maximizing our broader portfolio of marketed products, our enhanced
research and development capabilities and pipeline and our expanded
manufacturing footprint to capture synergies and drive continued
growth and value for our shareholders, customers and employees.
With the acquisition now closed, we renew our goal of
long-term, double-digit organic earnings growth from this newly
expanded base."
Financially Compelling Transaction
Actavis continues to expect the transaction to be more than 30
percent accretive to Actavis non-GAAP earnings per share in 2014,
including anticipated after-tax operational synergies, related cost
reductions and tax savings in excess of $400
million. Concurrent with the closing, Actavis will
refinance the legacy Warner Chilcott term loan with the new term
loan previously announced on August 2,
2013, resulting in interest rate savings of approximately
$12 million per quarter assuming
contractual amortization. With a combined debt to EBITDA
ratio of 3.1x, the Company has the ability to continue to
invest in the growth of its businesses, while strong anticipated
cash flows will allow for further ongoing deleveraging.
Additional details on the strengths of the combined companies,
including revenue and earnings forecasts and updated synergy
targets, will be discussed in more detail during Actavis' third
quarter earnings conference call scheduled for Oct. 29, 2013.
Review of the Benefits of the Acquisition
The combination represents a significant achievement against
Actavis' long-term strategic objective of building a leading global
specialty pharmaceutical company. The combined Company begins
operations with a defined global management structure, led by
Actavis senior executives, and aggressive integration strategies
are being executed to drive continued organic growth and rapid
realization of synergies.
Transforms Actavis Specialty Brands into a Global
Competitor
The close of the transaction accelerates Actavis Specialty
Brands' evolution into a global competitor and a key growth driver
for the new company. The combination provides a 125 percent
increase in the number of marketed Specialty Brands products, a 600
percent increase in Specialty Brands pro forma net revenue and more
than doubles Women's Health Specialty Brands products with the
addition of Actonel®, Lo Loestrin®,
Minastrin™ 24, Estrace® and Atelvia® and the
recent approval of Lo Minastrin™. It also bolsters Actavis
Specialty Brands' Urology business with the addition of the Enablex
franchise and establishes a platform for continued expansion into
the fast-growing areas of Gastroenterology and Dermatology.
Expands Specialty Brands Industry Leading
Pipeline
Actavis Specialty Brands now possess an industry-leading
pipeline with more than 25 products in various stages of
development, including the combination of strong life cycle
management strategies and new exclusive product opportunities for
long-term sustainable growth in each therapeutic category.
The combination significantly expands Actavis' Specialty Brands
Women's Health pipeline with the addition of seven new pipeline
programs, three near-term launches (Levosert®,
Minastrin™ 24 Fe, WC 3042) and 12 products in Phase III or the
marketing application phase of development. The combination
also adds three mid-to-late phase Urology products in development
and additional Dermatology and Gastroenterology products in various
stages development.
Completes Actavis' Evolution into a Global Specialty
Pharmaceutical Leader
The dramatically strengthened Actavis Specialty Brands, combined
with Actavis Pharma and Actavis Global Operations, forms the
foundation of Actavis plc. The combined organization has a
diversified geographic footprint, with commercial operations in
more than 60 countries around the world, and is an industry leader
in research and development, focused on building the strongest
pipeline in the industry in order to bring the right products to
the right markets across the globe — generic, brand, branded
generic, OTC products and biosimilars.
Actavis' global operations network continues to deliver timely
product launches and exceptional levels of customer service, and is
structured to fully support the Company's evolving product
portfolio. It encompasses a leading global supply chain,
providing the capability to develop and manufacture products in
multiple dosage forms and presentations that provide a competitive
advantage in Actavis' commercial markets. The transaction is
expected to further strengthen the global operations network with
the addition of extended release and hormone manufacturing
capabilities at a state-of-the-art facility in Puerto Rico, as well as additional
manufacturing, packaging and R&D operations in Germany and Northern
Ireland.
October 29th
Conference Call and Webcast Information
Actavis plans to discuss the close of the acquisition on its
third quarter earnings conference call scheduled for October 29, 2013 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 70901052.
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 November 12,
2013. The replay may be accessed by dialing (855) 859-2056
and entering Conference ID# 70901052. 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) is a global, integrated specialty
pharmaceutical company focused on developing, manufacturing and
distributing generic, brand and biosimilar products. Actavis
has global headquarters in Dublin,
Ireland and administrative headquarters in Parsippany, New Jersey, USA.
Operating as Actavis Pharma, Actavis markets generic, branded
generic, legacy brands and Over-the-Counter (OTC) products in more
than 60 countries. Actavis Specialty Brands is Actavis'
global branded specialty pharmaceutical business focused in the
Women's Health, Urology, Gastroenterology and Dermatology
therapeutic categories. Actavis Specialty Brands also has a
portfolio of five biosimilar products in development in Women's
Health and Oncology. Actavis Global Operations has more than
30 manufacturing and distribution facilities around the world, and
includes Anda, Inc., a U.S. pharmaceutical product distributor.
For press release and other company information, visit Actavis'
Web site at http://www.actavis.com.
Statement Required by the Irish Takeover Rules
The directors of Actavis accept responsibility for the information
contained in this announcement. To the best of the knowledge and
belief of the directors of Actavis (who have taken all reasonable
care to ensure that such is the case), the information contained in
this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
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 Warner Chilcott acquisition and the
ability to recognize the anticipated synergies and benefits of the
Warner Chilcott 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, Inc.'s periodic public filings with the Securities and
Exchange Commission, including but not limited to Actavis, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 2012 (as revised pursuant to
Actavis, Inc.'s Current Report on Form 8-K dated as of June 17, 2013, which was filed with the SEC on
June 18, 2013) and Quarterly Reports
on Form 10-Q for the periods ended March 31,
2013 and June 30, 2013, and
Warner Chilcott's periodic public filings with the Securities and
Exchange Commission, including but not limited to Warner Chilcott's
Annual Report on Form 10-K for the year ended December 31, 2012 and its Quarterly Reports on
Form 10-Q for the quarters ended March 31,
2013 and June 30, 2013. Except
as expressly required by law, Actavis disclaims any intent or
obligation to update these forward-looking statements.
CONTACTS: Investors:
Lisa
DeFrancesco
(862)
261-7152
Media:
Charlie Mayr
(862)
261-8030
David
Belian
(862)
261-8141
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SOURCE Actavis plc