ARDEE, Ireland, Aug. 5 /PRNewswire-FirstCall/ -- Warner Chilcott Limited announced today that at a special court-ordered meeting of shareholders held earlier today (the “Special Meeting”), its shareholders approved a scheme of arrangement between the Company and its shareholders. Assuming receipt of the required approval of the Supreme Court of Bermuda at a hearing to be held on August 14, 2009, and the satisfaction of certain other conditions, the transaction will result in Warner Chilcott plc, a newly formed public limited company organized in, and a tax resident of, Ireland, becoming the ultimate public holding company of the Warner Chilcott group. The Company expects that the transaction will be completed on or about August 20, 2009. Following completion of the transaction, shares of the Irish company, Warner Chilcott plc, will begin trading on the NASDAQ Global Market under the symbol “WCRX,” the same symbol under which the Company’s shares currently trade. Warner Chilcott also announced that at the Special Meeting its shareholders approved the creation of distributable reserves of Warner Chilcott plc, subject to the approval of the High Court of Ireland following the completion of the transaction.
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 Annual Report on Form 10-K for the year ended December 31, 2008, as amended; and other risks detailed from time-to-time in our public filings, financial statements and other investor communications.
SOURCE Warner Chilcott Limited
CONTACT: Rochelle Fuhrmann, Investor Relations, +1-973-442-3281,
rfuhrmann@wcrx.com
