ARDEE, Ireland, Dec. 15 /PRNewswire-FirstCall/ -- Warner Chilcott plc today announced that its subsidiary Warner Chilcott Corporation (the “Company”) has commenced a cash tender offer, on the terms and subject to the conditions set forth in the Company’s Offer to Purchase and Consent Solicitation Statement dated December 15, 2009 (the “Offer to Purchase”), for any and all of its outstanding 8.75% senior subordinated notes due 2015 (the “Notes”).
The Offer to Purchase more fully sets forth the terms of the tender offer and consent solicitation.
The Company will pay accrued and unpaid interest on all Notes tendered and accepted for payment in the tender offer from the last interest payment date to, but not including, the date on which the Notes are purchased.
Holders may not tender their Notes without delivering their consents to the proposed amendments to the indenture and may not deliver their consents without tendering their Notes pursuant to the tender offer. The proposed amendments will not become effective, however, until after a majority in aggregate principal amount of the outstanding Notes, whose holders have delivered consents to the proposed amendments, have been accepted for payment.
The Company’s obligation to accept for purchase and to pay for Notes validly tendered and not withdrawn pursuant to the tender offer and the consent solicitation is subject to the satisfaction or waiver, in the Company’s discretion, of certain conditions, which are more fully described in the Offer to Purchase, including, among other things, receipt of the requisite number of consents to the proposed amendments to the indenture and the Company’s consummation of an amendment to its senior secured facilities to provide for an additional $350.0 million Term B loan facility on or prior to the Early Settlement Date. The Company expects to fund the total consideration with proceeds from the new $350.0 million Term B loan facility together with cash on hand.
This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consent with respect to any securities. The tender offer and consent solicitation is being made solely pursuant to the Offer to Purchase and the related Letter of Transmittal and Consent, which set forth the complete terms of the tender offer and consent solicitation.
Read more on www.wcrx.com.
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.
CONTACT: Rochelle Fuhrmann, Investor Relations, +1-973-442-3281,
rfuhrmann@wcrx.com
Web site: http://www.wcrx.com/
