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THIS ANNOUNCEMENT IS BEING MADE SOLELY TO COMPLY WITH THE REQUIREMENTS OF THE IRISH TAKEOVER RULES. THE INFORMATION SET OUT HEREIN CONCERNING THE RESULTS OF WARNER CHILCOTT'S SHAREHOLDER MEETINGS ON SEPTEMBER 10, 2013 IS IDENTICAL TO THAT SET OUT IN WARNER CHILCOTT'S FORM 8-K FILED ON SEPTEMBER 10, 2013
DUBLIN, Sept. 11, 2013 (GLOBE NEWSWIRE) -- As previously announced, on September 10, 2013, Warner Chilcott Public Limited Company, a public limited company organized under the laws of Ireland ("
Warner Chilcott"), held a special court-ordered meeting of shareholders (the "
Court Meeting") and an extraordinary general meeting of shareholders (the "
Extraordinary General Meeting"), in each case relating to the pending acquisition of Warner Chilcott by Actavis, Inc., a Nevada corporation ("
Actavis"), through Actavis Limited, a new holding company incorporated in Ireland that will be renamed Actavis plc ("
New Actavis"). The acquisition of Warner Chilcott will be effected by means of a "scheme of arrangement" under Irish law. Warner Chilcott's shareholders approved each of the proposals at the Court Meeting and the Extraordinary General Meeting required to approve and implement the scheme of arrangement.
A quorum was present at each of the Court Meeting and the Extraordinary General Meeting. Abstentions are considered present for purposes of determining a quorum. Because the votes required to approve the proposals at the Court Meeting and the Extraordinary General Meeting are based on votes properly cast at the applicable meeting, and because abstentions are not considered votes properly cast, abstentions have no effect on such proposals.
Warner Chilcott filed a Form 8-K on September 10, 2013 (the "
Form 8-K") with the U.S. Securities and Exchange Commission setting forth the final results of voting on each of the items submitted to a vote of Warner Chilcott's shareholders at the Court Meeting and the Extraordinary General Meeting. The Irish Takeover Rules require that Warner Chilcott also disclose such results in a press release.
As previously reported on the Form 8-K, the final results of voting on each of the items submitted to a vote of Warner Chilcott's shareholders at the Court Meeting and the Extraordinary General Meeting are as follows: