Waren Acquisition Limited
28 October 2004
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, INTO OR FROM
AUSTRALIA, CANADA OR JAPAN
Update on Recommended Acquisition
of Warner Chilcott Plc ('Warner Chilcott')
by Waren Acquisition Limited
28 October 2004
Waren Acquisition Limited ('Waren') announces that it has informed the Board of
Directors of Warner Chilcott that DLJ Merchant Banking III, Inc. and J.P. Morgan
Partners, LLC are in discussions with Bain Capital Partners and Thomas H. Lee
Partners with a view to potentially including funds advised by each of Bain
Capital Partners and Thomas H. Lee Partners as shareholders of Waren.
A further announcement will be made in due course.
Credit Suisse First Boston Tel +44 20 7888 8888
(financial adviser to Waren)
Morgan Stanley Tel: +44 20 7425 5000
(financial adviser to Bain Capital Partners and Thomas H. Lee Partners)
This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any security, nor is it a solicitation of any vote
or approval in any jurisdiction, nor shall there be any sale, issuance or
transfer of the securities referred to in this announcement in any jurisdiction
in contravention of applicable law.
Credit Suisse First Boston (Europe) Limited, which is regulated by the Financial
Services Authority, is acting for Waren in connection with the Acquisition and
no-one else and will not be responsible to anyone other than Waren for providing
the protections afforded to customers of Credit Suisse First Boston (Europe)
Limited nor for providing advice in relation to the Acquisition.
Morgan Stanley & Co. Limited is acting for Bain Capital Partners, LLP and Thomas
H. Lee Partners and no one else in relation to Warner Chilcott and will not be
responsible to anyone other than Bain Capital Partners, LLP or Thomas H. Lee
Partners for providing the protections afforded to clients of Morgan Stanley &
Co. Limited, nor for providing advice in relation to Warner Chilcott.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from Australia, Canada or
Japan and will not be capable of acceptance by any such use, instrumentality or
facility within Australia, Canada or Japan and persons seeking such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from Australia, Canada or Japan.
If the Acquisition is implemented by way of an Offer (unless otherwise
determined by Waren and permitted by applicable law and regulation), the Offer
will not be made, directly or indirectly, in or into, or by the use of mails or
any means of instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of Australia, Canada or Japan and
the Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities.
This information is provided by RNS
The company news service from the London Stock Exchange