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May 14, 2013 /PRNewswire/ -- In accordance with Rule 2.10 of the Irish Takeover Rules, Actavis, Inc. (NYSE: ACT), a global specialty pharmaceutical leader, (the "Company") confirms that, as at the latest practicable date prior to the making of this announcement, the Company's issued share capital consisted of 133,305,212 ordinary shares, excluding treasury shares, par value
US$0.033 per share (the "Ordinary Shares"). The International Securities Identification Number for these securities is US00507K1034.
The Company also confirms that, as at the latest practical date, there were outstanding 1,514,998 restricted share units (the "Restricted Share Units") and 1,268,982 options to purchase Ordinary Shares (the "Share Options") granted by the Company. Upon vesting, each Restricted Share Unit entitles the holder to receive one Ordinary Share, and each Share Option entitles the holder to purchase one Ordinary Share at the applicable exercise price.
The holder of 1% or more of any relevant securities in the Company may have disclosure obligations under Rule 8.3 of the Irish Takeover Rules.
The directors of the Company accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors (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.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007 as amended (the "Irish Takeover Panel Rules") if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of
Warner Chilcott plc or Actavis, Inc., all "dealings" in any "relevant securities" of
Warner Chilcott plc or Actavis, Inc. (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than
3.30 pm (Irish time) on the Irish "business day" following the date of the relevant transaction. This requirement will continue until the date on which the offer period relating to
Warner Chilcott plc otherwise ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of
Warner Chilcott plc or Actavis, Inc., they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules, all "dealings" in "relevant securities" of
Warner Chilcott plc or Actavis, Inc.by
Warner Chilcott plc or Actavis, Inc., or by any of their respective "associates" must also be disclosed by no later than 12 noon (Irish time) on the Irish "business day" following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed can be found on the Irish Takeover Panel's website at
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.