UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): June 30, 2014
ACTAVIS PLC
(Exact name of registrant as specified in its charter)
| Ireland | 001-13305 | 98-1114402 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
1 Grand Canal Square, Docklands
Dublin 2, Ireland
(Address of principal executive offices)
(862) 261-7000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On June 30, 2014, Actavis plc (the “Company” or “Actavis”) and Forest Laboratories, Inc. (“Forest”) issued a joint press release announcing the preliminary results of the elections made by Forest stockholders regarding the form of consideration they wish to receive in Actavis’ pending acquisition of Forest.
A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Also on June 30, 2014, Actavis and Forest issued a joint press release announcing that the Federal Trade Commission voted to approve Actavis’ proposed acquisition of Forest.
A copy of the joint press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| (d) | List of Exhibits |
| EXHIBIT NO. |
DESCRIPTION | |
| 99.1 | Joint Press Release, dated June 30, 2014. | |
| 99.2 | Joint Press Release, dated June 30, 2014. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ACTAVIS PLC | ||
| By: | /s/ David A. Buchen | |
| Name: | David A. Buchen | |
| Title: | Chief Legal Officer – Global and Secretary | |
Date: June 30, 2014
Index of Exhibits
| EXHIBIT NO. |
DESCRIPTION | |
| 99.1 | Joint Press Release, dated June 30, 2014. | |
| 99.2 | Joint Press Release, dated June 30, 2014. | |