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Actavis And Forest Announce Preliminary Stockholder Merger Consideration Election Results

Stocks in this article: ACT FRX

Actavis plc (NYSE:ACT) and Forest Laboratories, Inc. (NYSE:FRX) today announced the preliminary results of the elections made by stockholders of Forest regarding their preference as to the form of merger consideration they will receive in connection with Actavis’ pending acquisition of Forest. Subject to regulatory approval and other customary closing conditions, the closing of the acquisition is expected to be effective on July 1 st, 2014.

As previously announced, on February 17, 2014, Actavis, Forest, Tango US Holdings Inc., Tango Merger Sub 1 LLC and Tango Merger Sub 2 LLC, entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Forest stockholders were entitled to elect to receive, (i) .3306 of an Actavis ordinary share and $26.04 in cash, without interest (the “Standard Election Consideration”), (ii) .4723 of an Actavis ordinary share, subject to proration and allocation procedures set forth in the Merger Agreement (the “Stock Election Consideration”) or (iii) $86.81 in cash, without interest, subject to proration and allocation procedures set forth in the Merger Agreement (the “Cash Election Consideration”), in exchange for each share of Forest common stock. The deadline for making this election was 5:00 p.m., New York City time, on June 27, 2014 (the “Election Deadline”).

Based on available information as of the Election Deadline, the preliminary merger consideration election results are as follows:

  • Holders of approximately 13.81% of the outstanding shares of Forest common stock, or 37,487,783 shares of common stock, elected the Standard Election Consideration.
  • Holders of approximately 0.44% of the outstanding shares of Forest common stock, or 1,202,340 shares of common stock, elected the Cash Election Consideration.
  • Holders of approximately 72.78% of the outstanding shares of Forest common stock, or 197,607,707 shares of common stock, elected the Stock Election Consideration.

Holders of approximately 12.97% of the outstanding shares of Forest common stock, or 35,228,456 shares of common stock, failed to make a valid election prior to the Election Deadline, and therefore are deemed to have elected the Standard Election Consideration.

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