DGAP-News: Announcement Under Irish Takeover Rules
(firmenpresse) - Warner Chilcott
11.09.2013 14:30
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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:
Court Meeting
Proposal 1: To approve the scheme of arrangement.
Warner Chilcott shareholders approved the proposal with the following voting
results including the percentage of votes cast for and against the proposal:
For Against Abstain
---------------------------------------------
188,677,027 99.95% 85,925 0.04% 3,827,017
The Warner Chilcott shares voted in favor of and against the proposal
represented 75.11% and 0.03%, respectively, of the 251,198,538 Warner Chilcott
shares outstanding as of the record date and entitled to vote at the Court
Meeting.
In addition, of the 63 registered holders voting on the proposal, 60 registered
holders (or 95.23%) voted in favor of the proposal and 3 registered holders (or
4.76%) voted against the proposal.
Extraordinary General Meeting
Proposal 1: To approve the scheme of arrangement and authorize the directors of
Warner Chilcott to take all such actions as they consider necessary or
appropriate for carrying the scheme of arrangement into effect.
Warner Chilcott shareholders approved the proposal with the following voting
results including the percentage of votes cast for and against the proposal:
For Against Abstain
---------------------------------------------
188,677,600 99.95% 86,256 0.04% 3,826,113
Proposal 2: To approve the cancellation of any Warner Chilcott ordinary shares
in issue prior to 10:00 p.m., Irish time, on the day before the Irish High
Court hearing to sanction the scheme.
Warner Chilcott shareholders approved the proposal with the following voting
results including the percentage of votes cast for and against the proposal:
For Against Abstain
---------------------------------------------
188,775,398 99.95% 89,289 0.04% 3,725,282
Proposal 3: To authorize the directors of Warner Chilcott to allot and issue
new Warner Chilcott shares, fully paid up, to New Actavis in connection with
effecting the scheme.
Warner Chilcott shareholders approved the proposal with the following voting
results including the percentage of votes cast for and against the proposal:
For Against Abstain
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188,741,660 99.93% 127,506 0.06% 3,720,803
Proposal 4: To amend the articles of association of Warner Chilcott so that any
ordinary shares of Warner Chilcott that are issued at or after 10:00 p.m.,
Irish time, on the last business day before the scheme becomes effective are
acquired by New Actavis for the scheme consideration.
Warner Chilcott shareholders approved the proposal with the following voting
results including the percentage of votes cast for and against the proposal:
For Against Abstain
---------------------------------------------
188,668,952 99.95% 88,167 0.04% 3,832,850
Proposal 5: To approve the creation of distributable reserves by reducing all
of the share premium of New Actavis resulting from the issuance of New Actavis
ordinary shares pursuant to the scheme.
Warner Chilcott shareholders approved the proposal with the following voting
results including the percentage of votes cast for and against the proposal:
For Against Abstain
---------------------------------------------
188,784,783 99.95% 85,103 0.04% 3,720,083
Proposal 6: To approve, on a non-binding advisory basis, specified compensatory
arrangements between Warner Chilcott and its named executive officers relating
to the transaction.
Warner Chilcott shareholders did not approve the proposal with the following
voting results including the percentage of votes cast for and against the
proposal:
For Against Abstain
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65,611,952 34.85% 122,635,627 65.14% 4,342,390
At the Extraordinary General Meeting, the following proposal was not submitted
to a vote of Warner Chilcott's shareholders and was not voted upon because
there were sufficient proxies at the time of the Extraordinary General Meeting
voting in favor of all the proposals necessary to approve and implement the
scheme of arrangement:
Proposal 7: To adjourn the Extraordinary General Meeting, or any adjournments
thereof, to another time and place if necessary or appropriate (i) to solicit
additional proxies if there are insufficient votes at the time of the
Extraordinary General Meeting to approve the scheme of arrangement, or the
other resolutions set out at 2 through 6 above, (ii) to provide to Warner
Chilcott shareholders any supplement or amendment to the joint proxy
statement/prospectus and/or (iii) to disseminate any other information which is
material to Warner Chilcott shareholders voting at the Extraordinary General
Meeting.
Warner Chilcott
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.
ENQUIRIES
Warner Chilcott plc
Rochelle Fuhrmann
Senior Vice President, Finance
(973) 442-3281
rfuhrmann(at)wcrx.com
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 Rules.
The directors of Warner Chilcott 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.
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 announcement 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 announcement. 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 announcement and will not be responsible to any
such other person for providing advice in relation to the matters referred to
in this announcement. 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 authorisation and
regulation by the Financial Conduct Authority are available on request.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE
OR IN PART, IN OR INTO CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE
THIS WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
News Source: NASDAQ OMX
11.09.2013 Dissemination of a Corporate News, transmitted by DGAP -
a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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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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Datum: 11.09.2013 - 14:30 Uhr
Sprache: Deutsch
News-ID 295526
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