ACTAVIS TO ACQUIRE ALLERGAN TO CREATE TOP 10 GLOBAL GROWTH PHARMACEUTICAL COMPANY WITH $23 BILLION IN REVENUE
(Part 2 out of 2)

Actavis Press Release 11.17.2014

Financially Compelling Transaction

The growth profile of the combined pharmaceutical business will be unparalleled in the industry with the ability for double-digit revenue and earnings growth while maintaining investments to grow and develop our product portfolios and pipeline. The addition of Allergan's portfolio, including multiple blockbuster therapeutic franchises, doubles the revenues of Actavis' North American Specialty Brands business. On a pro forma basis for full year 2015, the combined company will have three blockbuster franchises each with annual revenues in excess of $3 billion in Ophthalmology, Neurosciences/CNS and Medical Aesthetics/Dermatology/Plastic Surgery. The specialty product franchises in Gastroenterology, Cardiovascular, Women's Health, Urology and Infectious Disease treatments will have combined revenues of approximately $4 billion.

Actavis projects that the transaction will generate at least $1.8 billion in annual synergies commencing in 2016, in addition to the $475 million of annual savings previously announced by Allergan in connection with Project Endurance. Actavis also plans to maintain annual R&D investment of approximately $1.7 billion, ensuring the appropriate resource allocation to continue driving exceptional organic growth.

Significantly Expanded Brand Pharmaceutical Portfolio Supported by a World-Class North American Sales and Marketing Organization

• Allergan's blockbuster franchises in Ophthalmology, Neurosciences, and Medical Aesthetics/Dermatology/Plastic Surgery will complement Actavis' existing blockbuster CNS,Gastroenterology and Women's Health franchises to create a leading portfolio across a broad range of therapeutic areas.
• The companies' combined U.S. sales force will have extraordinary marketing reach and increased relevance with more than a dozen medical specialists, including primary care physicians, ophthalmologists, optometrists, dermatologists, aesthetic physicians, plastic surgeons, neurologists, psychiatrists, infectious disease specialists, cardiologists, pulmonologists, gastroenterologists, OB-GYNs and urologists.

Expanded Commercial Opportunities Across Global Markets

• The combination of Actavis and Allergan will greatly enhance international commercial opportunities by positioning the combined company to extend its blockbuster franchise strategy on a global scale.
• The company will have approximately $5 billion in pro forma 2015 international revenue.
• Together Actavis and Allergan will have a commercial presence across 100 markets, including an enhanced presence across Canada, Europe, Southeast Asia and Latin America and a strong footprint in China and India.
• The combined company will benefit from Allergan's global brand equity, industry-leading consumer marketing capabilities and strong consumer awareness of key Allergan products, including BOTOX®.
• The combined company will have the unique opportunity to drive growth in international markets through its enhanced portfolio of brands, generics, branded-generic and over-the-counter products.

Expanded Pharmaceutical R&D Pipeline

• The combined company will provide a strong commitment to R&D, with an exceptional level of annual investment of approximately $1.7 billion, focused on the strategic development of innovative and durable value-enhancing products within brands, generics, biologics and OTC portfolios.
• The combination is expected to add approximately 15 projects in near- and mid-term development to Actavis' robust development portfolio.

Additional Details

Actavis anticipates that the permanent financing structure, expected to include a combination of equity and debt, will support an investment grade rating and provide long-term financing flexibility. Actavis expects to finance the cash portion of the consideration with a combination of new senior unsecured notes, term loans and equity securities. The company has committed bridge facilities fromJP Morgan Chase Bank, N.A., Mizuho Bank and Wells Fargo and commitments to replace its existing facilities to the extent they are not amended to permit the acquisition and the related financing. The transaction is not subject to a financing condition.

The transaction is subject to the approval of the shareholders of both companies, as well as customary antitrust clearance in the U.S., the EU and certain other jurisdictions, and is anticipated to close in the second quarter of 2015. J.P. Morgan is serving as exclusive financial advisor to Actavis and Cleary Gottlieb Steen & Hamilton LLP is serving as Actavis' lead legal advisor. Goldman, Sachs & Co. and BofA Merrill Lynch are serving as financial advisors to Allergan. Latham & Watkins, Richards, Layton & Finger, P.A. and Wachtell, Lipton, Rosen & Katz are serving as legal counsel to Allergan.

Fuente: Actavis Press Release

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