Actavis Closes Acquisition Of Furiex Pharma - Quick Facts

(RTTNews) - Actavis plc (ACT) announced that its subsidiary Forest Laboratories, LLC has completed its acquisition of Furiex Pharmaceuticals Inc. (FURX) in an all-cash transaction valued at approximately $1.1 billion, and up to approximately $360 million in a Contingent Value Right or CVR that may be payable based on the status of eluxadoline, Furiex's lead product, as a controlled drug following approval.

In connection with the close of the Furiex acquisition, Actavis further announced that it has closed the transaction related to the sale of Furiex's royalties on alogliptin and Priligy to Royalty Pharma for approximately $415 million.

Eluxadoline is a first-in-class, locally-acting mu opioid receptor agonist and delta opioid receptor antagonist for treating symptoms of diarrhea-predominant irritable bowel syndrome (IBS-D), a condition that affects approximately 28 million patients in the United States and Europe.

In a separate press release, Actavis announced the final results of the elections made by stockholders of Forest Laboratories, Inc. regarding their preference as to the form of merger consideration they would receive in connection with Actavis' acquisition of Forest.

On July 1, 2014, Actavis completed its acquisition of Forest, pursuant to an Agreement and Plan of Merger, dated February 17, 2014, by and among Actavis, Forest, Tango US Holdings Inc., Tango Merger Sub 1 LLC and Tango Merger Sub 2 LLC.

As per the Merger Agreement, Forest stockholders were entitled to elect to receive, (i) .3306 of an Actavis ordinary share and $26.04 in cash, without interest, (ii) .4723 of an Actavis ordinary share, subject to proration and allocation procedures set forth in the Merger Agreement or (iii) $86.81 in cash, without interest, in exchange for each share of Forest common stock.

The deadline for making this election was 5:00 p.m., New York City time, on June 27, 2014.

Based on the final results of the elections and the terms of the Merger Agreement: Holders of approximately 13.81% of the outstanding shares of Forest common stock elected to receive the Standard Election Consideration, with fractions of an Actavis ordinary share being cashed out at $219.00 per Actavis ordinary share. Holders of approximately 0.44% of the outstanding shares of Forest common stock elected to receive the Cash Election Consideration, which entitles each holder to $86.81 in cash.

Holders of approximately 72.78% of the outstanding shares of Forest common stock elected to receive the Stock Election Consideration, which, after giving effect to the prorations, entitles each holder to $25.67 in cash plus 0.3326 of an Actavis ordinary share, with fractions of an Actavis ordinary share being cashed out at $219.00 per Actavis ordinary share.

Holders of approximately 12.97% of the outstanding shares of Forest common stock failed to make a valid election or did not deliver a valid election form prior to the Election Deadline and will receive the Standard Election Consideration for each Actavis ordinary share, with fractions of an Actavis ordinary share being cashed out at $219.00 per Actavis ordinary share.

In February, specialty pharmaceutical company Actavis agreed to buy rival drug maker Forest Laboratories for about $25 billion in cash and stock.