PARSIPPANY, N.J. and DUBLIN, May 20, 2013 /PRNewswire/ -- Actavis, Inc. (NYSE: ACT) and Warner Chilcott plc (NASDAQ: WCRX) today announced they have entered into a definitive agreement under which Actavis will acquire Warner Chilcott plc in a stock-for-stock transaction valued at approximately $8.5 billion. If successfully completed, the transaction will create a leading global specialty pharmaceutical company with approximately $11 billion in combined annual revenue, and the third-largest U.S. specialty pharmaceutical company with approximately $3 billion in annual revenues focused on core therapeutic categories of Women's Health, Gastroenterology, Urology and Dermatology. The proposed transaction has been unanimously approved by the Boards of Directors of Actavis, Inc. and Warner Chilcott plc, and is supported by the management teams of both companies.
"We have set as our strategic corporate objective to build a leading global specialty pharmaceutical company," said
Paul Bisaro, President and CEO of Actavis. "The combination of Actavis and Warner Chilcott creates a strong specialty brand portfolio focused in therapeutic categories with strong growth potential, and is supported by a deep pipeline of development programs. The combination is commercially and financially compelling, and reshapes the specialty pharmaceutical universe by creating a powerful global competitor. It creates a company with an exceptionally strong balance sheet, coupled with a favorable tax structure to support future growth.
"Commercially, this transaction is unique in the combination of the complementary strengths of our two companies," Bisaro added. "The combination will enhance the value of each company's portfolio and provides a substantial foundation to support the successful launch of new products over the next several years, particularly in Women's Health, including Minastrin 24 Fe, Esmya, metronidazole vaginal gel 1.5%, the progestin-only contraceptive patch and other women's health products in development from the recent acquisition of Uteron Pharma SA. It also provides an expanded portfolio of specialty products that have the potential to be commercialized in key markets outside of North America."
"The Warner Chilcott team has built a powerful specialty brands business with a strong pipeline, and this compelling transaction brings together two complementary organizations with the potential to create even more value for shareholders," said
Roger Boissonneault, President and CEO of Warner Chilcott. "
Paul Bisaro and his team have been executing on their vision to build a global and diverse company at the forefront of the specialty pharmaceutical industry, and the addition of Warner Chilcott should enhance the ability of the combined company to successfully execute that vision, and accelerate Actavis' evolution."
At the close of the transaction (the "Effective Date"), which is expected by year-end 2013, Actavis and Warner Chilcott will be combined under a new company incorporated in Ireland, where Warner Chilcott is currently incorporated. The newly created company, which is expected to be called Actavis plc, or a variant thereof ("New Actavis"), will be led by the current Actavisleadership team.
Under the terms of the Transaction Agreement, at closing Warner Chilcott shareholders will receive 0.160 shares of New Actavis for each Warner Chilcott share they own, which equates to a value of $20.08 per Warner Chilcott share based on Actavis' closing share price of $125.50 on May 17, 2013. This represents a 43 percent premium compared to Warner Chilcott's volume-weighted average trading price of $14.00 for the 30 day trading period ending on May 9, 2013 (the day before Warner Chilcott disclosed it was engaged in preliminary discussions with Actavis) and a 34 per cent premium to the Warner Chilcott closing share price onMay 9, 2013 of $15.01. Based on the closing prices of Actavis shares and Warner Chilcott shares on May 9, 2013 of $106.81 and$15.01 each respectively, the value of the consideration payable per Warner Chilcott share would be $17.09 which would represent a premium of 14 per cent over the Warner Chilcott closing share price on such date.
The transaction is expected to be tax-free, for U.S. federal income tax purposes, to Warner Chilcott shareholders. Actavisshareholders will receive one share of New Actavis for each Actavis share they own upon closing. The transaction will be taxable, for U.S. federal income tax purposes, to Actavis shareholders.
Immediately after the close of the transaction, Warner Chilcott shareholders are expected to own approximately 23 percent of New Actavis. Shares of New Actavis are expected to trade on the New York Stock Exchange under the ticker symbol ACT.
Expanded Specialty Portfolio in Four Therapeutic Categories
- The combined company will have a stronger foundation to market a complementary product portfolio in key specialty areas:
- In Women's Health, with eight products including contraceptives, infertility treatments and hormone therapy products;
- In Urology, with six marketed products for the treatment of overactive bladder, testosterone replacement, prostate cancer and benign prostatic hyperplasia (BPH);
- In Gastroenterology, with two marketed products for the treatment of ulcerative colitis;
- In Dermatology, with one marketed product and the expected commercial launch of a newly approved product in July 2013; and,
- A R&D portfolio of more than 25 products in various stages of development, including 15 candidates in Women's Health.
- The combined company will have the ability to grow through additional in-licensing opportunities within its key therapeutic categories.
- The combination will also provide the opportunity to introduce a broader portfolio of new products in Actavis' expanded global footprint.
- The Directors of Actavis and Warner Chilcott believe that the combined company will have annual revenues of approximately$11 billion.
- The combination of Actavis and Warner Chilcott will result in Specialty Brand sales comprising approximately 25 percent of total combined company 2013 revenues, when compared to approximately 7 percent for standalone Actavis.
- The transaction is expected to be more than 30 percent accretive to Actavis non-GAAP earnings per share in 2014, including anticipated synergies.
- More than $400 million in after-tax operational synergies and related cost reductions and tax savings are anticipated. The majority of savings are expected to be realized in 2014, with full effect during 2015. The majority of these are operational and this estimate excludes any revenue, manufacturing or interest rate synergies or savings.
- The combination is expected to generate strong operating cash flow which would further enable the combined company to rapidly delever the balance sheet to below 3.0x debt to adjusted EBITDA at close.
Transaction Approval Process
The acquisition of Warner Chilcott by New Actavis will be effected by means of a "scheme of arrangement" under Irish law pursuant to which New Actavis will acquire all of the outstanding shares of Warner Chilcott from Warner Chilcott shareholders in exchange for shares to be issued by New Actavis (the "Acquisition"). The Acquisition will be subject to the terms and conditions to be set forth in the scheme of arrangement document to be delivered to Warner Chilcott shareholders.
To become effective, the Scheme of Arrangement will require, among other things, the approval of a majority in number ofWarner Chilcott shareholders, present and voting either in person or by proxy at a special Warner Chilcott shareholder meeting, representing 75 percent or more in value of Warner Chilcott shares held by such holders. Following the requisite Warner Chilcott shareholder approval being obtained, the sanction of the Irish High Court is also required.
In addition, the transaction must be approved in a special meeting by shareholders holding a majority of the outstanding Actaviscommon shares. The transaction, which is unanimously recommended by the Boards of Directors of both companies, is also subject to customary closing conditions, including the receipt of certain regulatory approvals, as more particularly set out in Appendix III of this announcement.
Actavis and Warner Chilcott will host a conference call to discuss the transaction today at 8:00 AM EDT. The number to call from within the United States is 877-251-7980, passcode 73978818. From international locations, the conference call can be accessed at 706-643-1573 using the same passcode. The call will also be webcast and can be accessed through the companies' websites at www.wcrx.com and www.actavis.com. To access the slides go to Actavis' Investor Relations Web site at//ir.actavis.com, or directly at //www.videonewswire.com/event.asp?id=94188 A replay of the conference call will also be available by calling 800-585-8367 in the U.S. or 404-537-3406 outside of the U.S., passcode 73978818.
About Actavis, Inc.
Actavis, Inc. (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 Parsippany, New Jersey, USA.
Operating as Actavis Pharma, Actavis develops, manufactures and 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 Urology and Women's Health 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 //www.actavis.com.
About Warner Chilcott
Warner Chilcott is a leading specialty pharmaceutical company currently focused on the Women's Healthcare, Gastroenterology, Urology and Dermatology segments of the branded pharmaceuticals market, primarily in North America. Warner Chilcott is a fully integrated company with internal resources dedicated to the development, manufacture and promotion of its products.
About New Actavis
New Actavis is a private limited company incorporated in Ireland, solely for the purpose of effecting the transaction. Prior to the Effective Date, New Actavis shall be converted, pursuant to the Irish Companies Acts, to a public limited company. To date, New Actavis has not conducted any activities other than those incidental to its formation and the execution of the Transaction Agreement.
At closing under the Transaction Agreement, New Actavis will acquire, pursuant to a "scheme of arrangement" under Irish law, all of the outstanding shares of Warner Chilcott in exchange for shares to be issued by New Actavis (the "Acquisition"). Warner Chilcott shareholders will receive 0.160 shares of New Actavis for each Warner Chilcott share they own.
Simultaneously with and conditioned on the concurrent consummation of the Acquisition, a wholly owned indirect subsidiary of New Actavis will merge with and into Actavis, the separate corporate existence of the wholly-owned subsidiary will cease andActavis will continue as the surviving corporation. At the Effective Date, all Actavis common shares will be cancelled and will automatically be converted into the right to receive New Actavis Shares on a one-for-one basis.
At and as of the Effective Date, it is expected that New Actavis will be a publicly traded company listed on the NYSE under the ticker symbol ACT.