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Watson Prices $3.9 Billion Of Senior Unsecured Notes

PARSIPPANY, N.J., Sept. 27, 2012 /PRNewswire/ -- Watson Pharmaceuticals, Inc. (NYSE: WPI) today announced the pricing of a debt offering of $1.2 billion of 1.875% senior notes due 2017, $1.7 billion of 3.250% senior notes due 2022 and $1.0 billion of 4.625% senior notes due 2042, for a total offering of $3.9 billion in aggregate principal amount.  The offering is expected to close on October 2, 2012, subject to market conditions and other factors.

Watson intends to use the net proceeds from the offering to fund a portion of the cash consideration for Watson's previously announced acquisition of the privately-held Actavis Group.  The senior unsecured notes offering is not conditioned on the completion of the acquisition of the Actavis Group.  However, if the acquisition is not consummated on or prior to February 28, 2013 or the agreement relating to the acquisition is terminated at any time prior to such date, Watson will be required to redeem all of the senior unsecured notes at a redemption price equal to 101% of the aggregate principal amount of the senior unsecured notes, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

Watson has filed a registration statement (including a prospectus supplement and accompanying prospectus) with the SEC relating to the offering.  This offering of senior unsecured notes may be made only by means of a prospectus supplement and an accompanying prospectus.  Before investing, investors should read the prospectus, the prospectus supplement and other documents that the company has filed with the SEC for more complete information about Watson Pharmaceuticals, Inc. and this offering.  Investors may get these documents for free by visiting EDGAR on the SEC Web site at  Alternatively, copies of the prospectus and prospectus supplement relating to the notes can be obtained by contacting Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, Barclays Capital Inc. or J.P. Morgan Securities LLC:

Merrill Lynch, Pierce, Fenner & Smith Incorporated Attn: Prospectus Department222 Broadway, 7 th Floor New York, NY  10038Telephone:  1-866-294-1322

Wells Fargo Securities, LLCAttn: Capital Markets Client Support1525 West W.T. Harris Blvd., NC0675 Charlotte, NC 28262Email:  cmclientsupport@wellsfargo.comTelephone:  1-800-326-5897

Barclays Capital Inc. c/o Broadridge Financial Solutions1155 Long Island Avenue Edgewood, NY 11717Email:  barclaysprospectus@broadridge.comTelephone:  1-888-603-5847

J.P. Morgan Securities LLCAttn: Investment Grade Syndicate Desk383 Madison Avenue, 3rd Floor New York, New York, 10179Telephone:  1-212-834-4533 (collect)

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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