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Actavis To Acquire Warner Chilcott (ACT, WCRX)

Generic drug maker Actavis Inc (NYSE: ACT) announced on Monday that it has agreed to acquire specialty pharmaceutical Company,  Warner Chilcott Plc (NASDAQ: WCRX) in stock swap deal, valued at  almost $5 billion.

According to the deal Actavis will swap 0.16 shares for each share of Warner Chilcott, which means that each share of Warner Chilcott was valued at $20.08 a share, representing 4.5% premium over the closing stock price on Friday.

The Companies expect to close the deal by the year-end and the newly created entity will be known as Actavis Plc, which will be overseen by the Actavis’ current management team

Once the deal closes, Warner Chilcott shareholders will hold around 23% in the newly created entity. The new Actavis is expected to remain listed at the New York Stock Exchange with a ticker ACT.

Actavis expects that once the operations are merged, the newly created specialty pharmaceutical company will have annual revenue of about $11 billion. Actavis also said that operational synergies will also help boosting its non-GAAP earnings by more than 30%, for the fiscal year 2014.

Besides, the new entity will also become third largest U.S. specialty pharmaceutical company. It is estimated that the new Actavis will generate about $3 billion in annual revenue from the core therapeutic categories of Women’s Health, Gastroenterology, Urology and Dermatology, according to the Wall Street Journal.

The deal comes just after when Actavis itself received acquisitions bids—which were turned down. Both Canadian pharmaceutical company Valeant Pharmaceuticals International Inc. (NYSE: VRX) and Mylan Inc. (NASDAQ: MYL) had offered to buy Actavis.

According to the Wall Street Journal, sources familiar with the matter said last week that both these companies were relooking at their options after their bids were turned down by Actavis.

For Warner Chilcott the acquisition offer couldn’t have come at a better time. Lately the Company’s top line and bottom line came under pressure due to dwindling sales of Actonel, an osteoporosis drug which lost its exclusivity in Europe even as completion in the U.S. generic market became more intense.

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