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Actavis Announces Final Stockholder Merger Consideration Election Results In Connection With Forest Laboratories Acquisition

Stocks in this article: ACT

DUBLIN, July 2, 2014 /PRNewswire/ -- Actavis plc (NYSE: ACT) today announced the final results of the elections made by stockholders of Forest Laboratories, Inc. ("Forest") regarding their preference as to the form of merger consideration they would receive in connection with Actavis' acquisition of Forest.

As previously announced, on July 1, 2014, Actavis completed its acquisition of Forest, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated February 17, 2014, by and among Actavis, Forest, Tango US Holdings Inc., Tango Merger Sub 1 LLC and Tango Merger Sub 2 LLC.  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 adjustment 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 the final results of the elections and the terms of the Merger Agreement:

  • Holders of approximately 13.81% of the outstanding shares of Forest common stock, or approximately 37,487,783 shares of common stock, elected to receive the Standard Election Consideration, with fractions of an Actavis ordinary share being cashed out at $219.00 per Actavis ordinary share.
  • Holders of approximately 0.44% of the outstanding shares of Forest common stock, or approximately 1,202,340 shares of common stock, elected to receive the Cash Election Consideration, which entitles each holder to $86.81 in cash.
  • Holders of approximately 72.78% of the outstanding shares of Forest common stock, or approximately 197,607,707 shares of common stock, elected to receive the Stock Election Consideration, which, after giving effect to the prorations, entitles each holder to $25.67 in cash plus 0.3326 of an Actavis ordinary share, with fractions of an Actavis ordinary share being cashed out at $219.00 per Actavis ordinary share.
  • Holders of approximately 12.97% of the outstanding shares of Forest common stock, or approximately 35,228,456 shares of common stock, failed to make a valid election or did not deliver a valid election form prior to the Election Deadline and will receive the Standard Election Consideration for each Actavis ordinary share, with fractions of an Actavis ordinary share being cashed out at $219.00 per Actavis ordinary share. 

About Actavis

Actavis plc (NYSE: ACT), headquartered in Dublin, Ireland, is a unique specialty pharmaceutical company focused on developing, manufacturing and commercializing high quality affordable generic and innovative branded pharmaceutical products for patients around the world. 

Actavis markets a broad portfolio of branded and generic pharmaceuticals and develops innovative medicines for patients suffering from diseases principally in the central nervous system, gastroenterology, women's health, urology, cardiovascular, respiratory and anti-infective therapeutic categories. The Company is an industry leader in product research and development, with one of the broadest brand development pipelines in the pharmaceutical industry, and a leading position in the submission of generic product applications. Actavis has commercial operations in more than 60 countries and operates more than 30 manufacturing and distribution facilities around the world.

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