DGAP-News: Announcement Under Irish Takeover Rules Warner

Warner Chilcott 11.09.2013 14:30 --------------------------------------------------------------------------- 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 ---------------------------------------------- 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 -------------------------------------------------- 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@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 --------------------------------------------------------------------------- Language: English Company: Warner Chilcott Ireland Phone: Fax: E-mail: Internet: ISIN: IE00B446CM77 WKN: End of Announcement DGAP News-Service ---------------------------------------------------------------------------