Actavis to Acquire Warner Chilcott

Actavis, Inc. and Warner Chilcott plc announced in a statement on May 20 that they have entered into a definitive agreement under which Actavis will acquire Warner Chilcott plc in a stock-for-stock transaction valued at approximately $8.5 billion.  The completed transaction will create a specialty pharmaceutical company with approximately $11 billion in combined annual revenue, and the third-largest U.S. specialty pharmaceutical company with approximately $3 billion in annual revenues focused on core therapeutic categories of Women's Health, Gastroenterology, Urology and Dermatology, according to joint press statement.  The proposed transaction has been unanimously approved by the Boards of Directors of Actavis, Inc. and Warner Chilcott plc, and is supported by the management teams of both companies.

"We have set as our strategic corporate objective to build a leading global specialty pharmaceutical company," said Paul Bisaro, President and CEO of Actavis in the statement.  "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.  It creates a company with an exceptionally strong balance sheet, coupled with a favorable tax structure to support future growth.”

"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," said Roger Boissonneault, President and CEO of Warner Chilcott. In the statement. "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."

At the close of the transaction, which is expected by year-end 2013, Actavis and Warner Chilcott will be combined under a new company incorporated in Ireland, where Warner Chilcott is currently incorporated.  The newly created company, which is expected to be called Actavis plc, or a variant thereof, will be led by the current Actavis leadership team. 

The companies outlined market strengths in women's health, urology, gastroenterology, and dermatology. A combined R&D portfolio has more than 25 products in development, including 15 candidates in Women's Health.