Actavis Inc. plans to acquire Ireland-based Warner Chilcott in a stock-for-stock transaction valued at about $8.5 billion.

Actavis, Warner Chilcott, acquisition, specialty pharmaceutical company, Paul Bisaro, Roger Boissonneault, women's health, gastroenterology, urology, dermatology

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Actavis to buy Warner Chilcott in $8.5 billion deal

May 20th, 2013

PARSIPPANY, N.J., and DUBLIN, Ireland – Actavis Inc. plans to acquire Ireland-based Warner Chilcott in a stock-for-stock transaction valued at about $8.5 billion.

The two drug makers said Monday that the transaction, which has been unanimously approved by their boards, would create a global specialty pharmaceutical company with about $11 billion in total annual sales.

In addition, the combination would be the third-largest U.S. specialty pharmaceutical company, with approximately $3 billion in annual revenue, focused on the core therapeutic categories of women's health, gastroenterology, urology and dermatology.

"We have set as our strategic corporate objective to build a leading global specialty pharmaceutical company. The combination of Actavis and Warner Chilcott creates a strong specialty brand portfolio focused in therapeutic categories with strong growth potential and is supported by a deep pipeline of development programs. The combination is commercially and financially compelling, and reshapes the specialty pharmaceutical universe by creating a powerful global competitor," Paul Bisaro, president and chief executive officer of Actavis, said in a statement.

"Commercially, this transaction is unique in the combination of the complementary strengths of our two companies," Bisaro added. "The combination will enhance the value of each company's portfolio and provides a substantial foundation to support the successful launch of new products over the next several years, particularly in women's health, including Minastrin 24 Fe, Esmya, metronidazole vaginal gel 1.5%, the progestin-only contraceptive patch, and other women's health products in development from the recent acquisition of Uteron Pharma SA. It also provides an expanded portfolio of specialty products that have the potential to be commercialized in key markets outside of North America."

The product portfolio of the combined company covers key specialty areas: women's health; with eight products including contraceptives, infertility treatments and hormone therapy; urology, with six marketed products for the treatment of overactive bladder, testosterone replacement, prostate cancer and benign prostatic hyperplasia (BPH); gastroenterology, with two marketed products for the treatment of ulcerative colitis; and in dermatology, with one marketed product and the expected commercial launch of a newly approved product in July 2013. It would also have a research and development portfolio of more than 25 products in various stages of development, including 15 candidates in women's health.

"The Warner Chilcott team has built a powerful specialty brands business with a strong pipeline, and this compelling transaction brings together two complementary organizations with the potential to create even more value for shareholders," stated Roger Boissonneault, president and CEO of Warner Chilcott, whose headquarters is in Dublin. "Paul Bisaro and his team have been executing on their vision to build a global and diverse company at the forefront of the specialty pharmaceutical industry, and the addition of Warner Chilcott should enhance the ability of the combined company to successfully execute that vision, and accelerate Actavis' evolution."

The deal is expected to closed by the end of 2013. Plans call for Actavis and Warner Chilcott to be combined under a new company incorporated in Ireland, and the newly created company is slated to be called Actavis plc and be led by the current Actavis leadership team.

The acquisition would be accomplished via a "scheme of arrangement" under Irish law, in which the new company ("New Actavis") would acquire all of the outstanding shares of Warner Chilcott from Warner Chilcott shareholders, in exchange for shares to be issued by the New Actavis.