DGAP-News: Three Leading Independent Advisory Firms Recommend Shareholders Vote FOR Proposed Acquisition of Warner Chilcott by Actavis

Warner Chilcott 

29.08.2013 23:06
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DUBLIN, Ireland, 2013-08-29 23:06 CEST (GLOBE NEWSWIRE) --
Warner Chilcott plc (Nasdaq:WCRX) today announced that all three leading
independent proxy advisory firms -- Institutional Shareholder Services (ISS),
Glass Lewis and Egan-Jones -- have recommended that Warner Chilcott shareholders
vote in favor of adopting the resolutions necessary to approve the acquisition
of Warner Chilcott by Actavis, Inc. (NYSE:ACT). 

There will be two special meetings of Warner Chilcott shareholders on September
10, 2013 in connection with the transaction. Both meetings will be held at The
K Club, Straffan, Co. Kildare, Ireland. The first meeting, which is convened by
order of the Irish High Court, will be held at 8:00 a.m. (local time).
Following this meeting, an extraordinary general meeting of Warner Chilcott
shareholders will be held at 8:30 a.m. (local time) (or, if later, as soon as
possible after the conclusion or adjournment of the first meeting). Both
meetings are being held to seek shareholder approval of the scheme of
arrangement by which Warner Chilcott will be acquired by Actavis in accordance
with Irish law, and the approval of related matters by the Warner Chilcott
shareholders will also be sought at the extraordinary general meeting.  Warner
Chilcott shareholders of record as of the close of business on July 30, 2013
are entitled to vote at the meetings. 

The Company

Warner Chilcott is a leading specialty pharmaceutical company currently focused
on the women's healthcare, gastroenterology, urology and dermatology segments
of the branded pharmaceuticals market, primarily in North America. We are a
fully integrated company with internal resources dedicated to the development,
manufacture and promotion of our products. WCRX-G 

Important Information For Investors And Shareholders

This press release does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. 
Actavis Limited, a private limited company organized under the laws of Ireland
('New Actavis'), has filed with the Securities and Exchange Commission (the
'SEC') a registration statement on Form S-4 containing a joint proxy statement
of Warner Chilcott and Actavis that also constitutes a prospectus of New
Actavis.  The registration statement was declared effective by the SEC on July
31, 2013.  Each of Actavis and Warner Chilcott has mailed to its stockholders
or shareholders the definitive proxy statement/prospectus.  In addition, each
of New Actavis, Actavis and Warner Chilcott has filed and will file with the
SEC other documents with respect to the proposed transaction.  INVESTORS AND
SECURITY HOLDERS OF ACTAVIS AND WARNER CHILCOTT ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR TO BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION.  Investors and security holders may
obtain free copies of the registration statement and the proxy
statement/prospectus and other documents filed with the SEC by New Actavis,
Actavis and Warner Chilcott through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by New Actavis
and Actavis may be obtained free of charge on Actavis' internet website at
www.actavis.com or by contacting Actavis' Investor Relations Department at
(862) 261-7488. Copies of the documents filed with the SEC by Warner Chilcott
may be obtained free of charge on Warner Chilcott's internet website at
www.wcrx.com or by contacting Warner Chilcott's Investor Relations Department
at (973) 442-3200. 

Actavis, Warner Chilcott, their respective directors and certain of their
executive officers may be considered participants in the solicitation of
proxies in connection with the proposed transaction.  Information about the
directors and executive officers of Warner Chilcott is set forth in its Annual
Report on Form 10-K for the year ended December 31, 2012, which was filed with
the SEC on February 22, 2013, its proxy statement for its 2013 annual general
meeting of shareholders, which was filed with the SEC on April 5, 2013, and its
Current Reports on Form 8-K that were filed with the SEC on May 2, 2013 and May
8, 2013. Information about the directors and executive officers of Actavis is
set forth in its Annual Report on Form 10-K for the year ended December 31,
2012, which was filed with the SEC on February 28, 2013 (as revised pursuant to
Actavis' Current Report on Form 8-K dated as of June 17, 2013, which was filed
with the SEC on June 18, 2013), its proxy statement for its 2013 annual meeting
of stockholders, which was filed with the SEC on March 29, 2013, and its
Current Reports on Form 8-K that were filed with the SEC on January 29, 2013,
May 13, 2013 and August 16, 2013.  Other information regarding the participants
in the proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, are contained in the definitive
proxy statement/prospectus filed with the SEC and will be contained in other
relevant materials to be filed with the SEC when they become available. 

Warner Chilcott Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements, including statements
concerning the proposed transaction with Actavis, Warner Chilcott's industry,
Warner Chilcott's operations, Warner Chilcott's anticipated financial
performance and financial condition and Warner Chilcott's business plans,
growth strategy and product development efforts. These statements constitute
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words
'may,' 'might,' 'will,' 'should,' 'estimate,' 'project,' 'plan,' 'anticipate,'
'expect,' 'intend,' 'outlook,' 'believe' and other similar expressions are
intended to identify forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as
of their dates. These forward-looking statements are based on estimates and
assumptions by Warner Chilcott's management that, although Warner Chilcott
believes to be reasonable, are inherently uncertain and subject to a number of
risks and uncertainties. The following represent some, but not necessarily all,
of the factors that could cause actual results to differ from historical
results or those anticipated or predicted by Warner Chilcott's forward-looking
statements: the timing to consummate the proposed transaction with Actavis; the
risk that a condition to closing of the proposed transaction with Actavis may
not be satisfied; the risk that a regulatory approval that may be required for
the proposed transaction with Actavis is delayed, is not obtained or is
obtained subject to conditions that are not anticipated; New Actavis' ability
to achieve the synergies and value creation contemplated by the proposed
acquisition; New Actavis' ability to promptly and effectively integrate
Actavis' and Warner Chilcott's businesses; the diversion of management time on
transaction-related issues; Warner Chilcott's substantial indebtedness,
including increases in the LIBOR rates on its variable-rate indebtedness above
the applicable floor amounts; competitive factors and market conditions in the
industry in which Warner Chilcott operates, including the approval and
introduction of generic or branded products that compete with its products;
Warner Chilcott's ability to protect its intellectual property; a delay in
qualifying any of Warner Chilcott's manufacturing facilities that produce its
products, production or regulatory problems with either its own manufacturing
facilities or those of third party manufacturers, packagers or API suppliers
upon whom Warner Chilcott may rely for some of its products or other
disruptions within Warner Chilcott's supply chain; pricing pressures from
reimbursement policies of private managed care organizations and other third
party payors, government sponsored health systems and regulatory reforms, and
the continued consolidation of the distribution network through which Warner
Chilcott sells its products; changes in tax laws or interpretations that could
increase Warner Chilcott's consolidated tax liabilities; government regulation,
including U.S. and foreign health care reform, affecting the development,
manufacture, marketing and sale of pharmaceutical products, including Warner
Chilcott's ability and the ability of companies with whom it does business to
obtain necessary regulatory approvals; adverse outcomes in Warner Chilcott's
outstanding litigation, regulatory investigations or arbitration matters or an
increase in the number of such matters to which it is subject; the loss of key
senior management or scientific staff; Warner Chilcott's ability to manage the
growth of its business by successfully identifying, developing, acquiring or
licensing new products at favorable prices and marketing such new products;
Warner Chilcott's ability to obtain regulatory approval and customer acceptance
of new products, and continued customer acceptance of its existing products;
and the other risks identified in Warner Chilcott's periodic filings, including
its Annual Report on Form 10-K for the year ended December 31, 2012 and its
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013 and June
30, 2013, and from time-to-time in its other investor communications. 

Warner Chilcott cautions you that the foregoing list of important factors is
not exclusive. In addition, in light of these risks and uncertainties, the
matters referred to in Warner Chilcott's forward-looking statements may not
occur. Warner Chilcott undertakes no obligation to publicly update or revise
any forward-looking statement as a result of new information, future events or
otherwise, except as may be required by law. 

Statement Required by the Irish Takeover Rules

The directors of Warner Chilcott accept responsibility for the information
contained in this press release. To the best of the knowledge and belief of the
directors (who have taken all reasonable care to ensure such is the case), the
information contained in this press release is in accordance with the facts and
does not omit anything likely to affect the import of such information. 

Deutsche Bank Securities Inc. is acting for Warner Chilcott as financial
advisor and is not acting as financial advisor to anyone else in connection
with the matters referred to in this press release and will not be responsible
to anyone other than Warner Chilcott in connection therewith for providing
advice in relation to the matters referred to in this press release. Deutsche
Bank Securities Inc. has delegated certain of its financial advisory functions
and responsibilities to Deutsche Bank AG, acting through its London branch.
Deutsche Bank AG, acting through its London branch is performing such delegated
functions and responsibilities exclusively for Warner Chilcott and is not
acting as a financial adviser for any other person in connection with the
matters referred to in this press release and will not be responsible to any
such other person for providing advice in relation to the matters referred to
in this press release. Deutsche Bank AG is authorised under German Banking Law
(competent authority: BaFin - Federal Financial Supervisory Authority) and
authorised and subject to limited regulation by the Financial Conduct
Authority. Details about the extent of Deutsche Bank AG's authorization and
regulation by the Financial Conduct Authority are available on request. 

Dealing Disclosure Requirements

The holder of 1% or more of any relevant securities in Warner Chilcott may have
disclosure obligations under Rule 8.3 of the Irish Takeover Panel Act, 1997,
Takeover Rules 2007 (as amended). 


         CONTACT: Rochelle Fuhrmann
         Senior Vice President, Finance
         973-442-3281
         rfuhrmann@wcrx.com
         
         Kevin Crissey
         Director, Investor Relations
         973-907-7084
         kevin.crissey@wcrx.com
News Source: NASDAQ OMX



29.08.2013 Dissemination of a Corporate News, transmitted by DGAP - 
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Language:     English
Company:      Warner Chilcott
              
               
              Ireland
Phone:        
Fax:          
E-mail:       
Internet:     
ISIN:         IE00B446CM77
WKN:          
 
End of Announcement                             DGAP News-Service
 
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