Warner Chilcott Prices Secondary Equity Offering
20 November 2009 - 12:16PM
PR Newswire (US)
ARDEE, Ireland, Nov. 19 /PRNewswire/ -- Warner Chilcott plc
(NASDAQ:WCRX) today announced the pricing of its previously
announced secondary offering of 20,000,000 of its ordinary shares
at a price to the public of $22.25 per share. The selling
shareholders include funds affiliated with Bain Capital Partners,
DLJ Merchant Banking, J.P. Morgan Partners (advised by CCMP
Capital) and Thomas H. Lee Partners, L.P., certain other
institutional investors and members of the Company's senior
management. The selling shareholders have granted the underwriters
a 30-day option to purchase up to an additional 3,000,000 shares at
the secondary offering price. The offering is being conducted as a
public offering pursuant to an effective shelf registration
statement under the Securities Act of 1933. The offering is
expected to close on November 25, 2009. The Company will not
receive any proceeds from the sale of the shares but will pay the
expenses of the offering pursuant to an existing agreement. The
offering is being made through an underwriting syndicate, led by
Goldman, Sachs & Co., Morgan Stanley, Credit Suisse and J.P.
Morgan. The co-managers of the offering are BofA Merrill Lynch,
Barclays Capital, Citi, Deutsche Bank Securities and UBS Investment
Bank. This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be a sale of these
securities in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. The offering is being made by means of a prospectus
supplement and the accompanying prospectus only. Copies of the
prospectus supplement and accompanying prospectus can be obtained
by contacting Goldman, Sachs & Co., at 85 Broad Street, New
York, NY 10004, Attention: Prospectus Department, by telephone at
1-866-471-2526 or by emailing ; Morgan Stanley & Co.
Incorporated, at 180 Varick Street, 2nd Floor, New York, NY 10014,
Attention: Prospectus Department, by telephone at 1-866-718-1649 or
by emailing ; Credit Suisse Securities (USA) LLC, at One Madison
Avenue, New York, NY 10010, Attention: Credit Suisse Prospectus
Department or by telephone at 1-800-221-1037; or J.P. Morgan
Securities Inc., at 4 Chase Metrotech Center, Floor 04, Brooklyn,
NY 11245-0001, Attention: J.P. Morgan Securities Inc. or by
telephone at 1-718-242-8002. The Company Warner Chilcott is a
leading specialty pharmaceutical company currently focused on the
gastroenterology, women's healthcare, dermatology and urology
segments of the U.S. and Western European pharmaceuticals markets.
The Company is a fully integrated company with internal resources
dedicated to the development, manufacturing and promotion of its
products. WCRX-F Forward Looking Statements This press release
contains forward-looking statements, including statements
concerning our operations, our economic performance and financial
condition, and our business plans and growth strategy and product
development efforts. These statements constitute forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934. The
words "may," "might," "will," "should," "estimate," "project,"
"plan," "anticipate," "expect," "intend," "outlook," "believe" and
other similar expressions are intended to identify forward-looking
statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of their
dates. These forward-looking statements are based on estimates and
assumptions by our management that, although we believe to be
reasonable, are inherently uncertain and subject to a number of
risks and uncertainties. The following represent some, but not
necessarily all, of the factors that could cause actual results to
differ from historical results or those anticipated or predicted by
our forward-looking statements: our substantial indebtedness;
competitive factors in the industry in which we operate (including
the approval and introduction of generic or branded products that
compete with our products); our ability to protect our intellectual
property; a delay in qualifying our manufacturing facility to
produce our products or production or regulatory problems with
either third party manufacturers upon whom we may rely for some of
our products or our own manufacturing facilities; pricing pressures
from reimbursement policies of private managed care organizations
and other third party payors, government sponsored health systems,
the continued consolidation of the distribution network through
which we sell our products, including wholesale drug distributors
and the growth of large retail drug store chains; the loss of key
senior management or scientific staff; adverse outcomes in our
outstanding litigation or an increase in the number of litigation
matters to which we are subject; government regulation affecting
the development, manufacture, marketing and sale of pharmaceutical
products, including our ability and the ability of companies with
whom we do business to obtain necessary regulatory approvals; our
ability to manage the growth of our business by successfully
identifying, developing, acquiring or licensing new products at
favorable prices and marketing such new products; our ability to
obtain regulatory approval and customer acceptance of new products,
and continued customer acceptance of our existing products; changes
in tax laws or interpretations that could increase our consolidated
tax liabilities; the other risks identified in our periodic filings
including our Annual Report on Form 10-K for the year ended
December 31, 2008, as amended, and our Current Report on Form 8-K
filed on November 2, 2009; and other risks detailed from
time-to-time in our public filings, financial statements and other
investor communications. We caution you that the foregoing list of
important factors is not exclusive. In addition, in light of these
risks and uncertainties, the matters referred to in our
forward-looking statements may not occur. We undertake no
obligation to publicly update or revise any forward-looking
statement as a result of new information, future events or
otherwise, except as may be required by law. DATASOURCE: Warner
Chilcott plc CONTACT: Rochelle Fuhrmann, Investor Relations of
Warner Chilcott plc, +1-973-442-3281,
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