Waren Acquisition Limited
03 November 2004
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INTO OR FROM
AUSTRALIA, CANADA OR JAPAN
3 November 2004
RECOMMENDED ACQUISITION OF WARNER CHILCOTT PLC
BY WAREN ACQUISITION LIMITED
Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. join
DLJ Merchant Banking III, Inc. and J.P. Morgan Partners, LLC
in Waren Acquisition Limited
* Waren Acquisition Limited ('Waren') is pleased to announce
that Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. have joined DLJ
Merchant Banking III, Inc. and J.P. Morgan Partners, LLC in the consortium
controlling Waren, to implement the terms of the recommended acquisition of the
entire issued and to be issued share capital of Warner Chilcott PLC ('Warner
Chilcott' or the 'Company') as announced on 27 October 2004 (the 'Acquisition').
* Waren, a company established for the purposes of
implementing the Acquisition, is now controlled by funds managed or advised by
DLJ Merchant Banking III, Inc., J.P. Morgan Partners, LLC, Bain Capital
Partners, LLC and Thomas H. Lee Partners, L.P.
* All the terms of the Acquisition, and Conditions to it,
Information on Bain Capital, Thomas H. Lee Partners and Waren
Bain Capital is a global private investment firm that manages several pools of
capital including private equity, high-yield assets, mezzanine capital, and
public equity with more than $22 billion in assets under management. Since its
inception in 1984, Bain Capital has made private equity investments and add-on
acquisitions in over 225 companies around the world. A global team of investment
professionals have guided investments in a broadly diversified group of
companies. Headquartered in Boston, Bain Capital has offices in New York, London
Thomas H. Lee Partners
THL is a leading private equity firm based in Boston that manages over $12
billion, with a committed equity capital pool in excess of $6 billion. Founded
in 1974, THL is focused on identifying and acquiring substantial ownership
stakes in mid to large cap growth companies. THL invests in companies with
leading market positions, proven and experienced management teams, recognised
brand names and well-defined business plans, which include opportunities for
growth and expansion in their core and related businesses.
Waren is a company incorporated in England and Wales specifically for the
purpose of the Acquisition, and is now a company indirectly controlled by DLJMB,
JPMP, Bain Capital and THL. Each of DLJMB, JPMP, Bain Capital and THL may seek
to syndicate part of their respective ownership of Waren. Immediately following
the Scheme becoming effective, the equity share capital in Warner Chilcott will
be indirectly held by DLJMB, JPMP, Bain Capital and THL.
Save as disclosed in this announcement or in the announcement of the Acquisition
on 27 October 2004, neither Bain Capital, THL nor any of the directors of Bain
Capital and THL nor, so far as Bain Capital and THL are aware, any person acting
in concert with Bain Capital and THL, owns or controls any Warner Chilcott
Shares or any securities convertible or exchangeable into Warner Chilcott Shares
or any rights to subscribe for or purchase the same, or holds any options
(including traded options) in respect of, or has any option to acquire, any
Warner Chilcott Shares or has entered into any derivatives referenced to Warner
Chilcott Shares ('Relevant Warner Chilcott Securities') which remains
outstanding, nor does any such person have any arrangement in relation to
Relevant Warner Chilcott Securities. For these purposes, 'arrangement' includes
any indemnity or option arrangement, any agreement or understanding, formal or
informal, of whatever nature, relating to Relevant Warner Chilcott Securities
which may be an inducement to deal or refrain from dealing in such securities.
In the interests of secrecy Bain Capital and THL have made limited enquiries in
this respect of certain parties who may be deemed by the Panel to be acting in
concert with them for the purposes of the Acquisition. Enquiries of such parties
will be made as soon as practicable following the date of this announcement and
any material disclosure in respect of such parties will be included in the
As at the close of business on 1 November 2004, Morgan Stanley & Co.
Incorporated owned or controlled 3,562 Warner Chilcott ADSs and Morgan Stanley
Gestion SGIIC SA owned or controlled 358 Warner Chilcott ADSs, each of which
represents four ordinary Warner Chilcott Shares.
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 and THL)
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, 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 nor for
providing advice in relation to the Acquisition.
Morgan Stanley, which is regulated by the Financial Services Authority, is
acting for Bain Capital and THL in connection with the Acquisition and no-one
else and will not be responsible to anyone other than Bain Capital and THL for
providing the protections afforded to clients of Morgan Stanley nor for
providing advice in relation to the Acquisition.
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.
The ability of Warner Chilcott Shareholders who are not resident in the United
Kingdom, the United States or the Republic of Ireland to vote their Warner
Chilcott Shares at the Court Meeting(s) and/or Warner Chilcott Extraordinary
General Meeting, or to execute and deliver Forms of Proxy appointing another to
vote at the Court Meeting(s) and/or Warner Chilcott Extraordinary General
Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Persons who are not resident in the
United Kingdom, the United States or the Republic of Ireland should inform
themselves of, and observe, any applicable requirements. Whether or not a
Warner Chilcott Shareholder's Warner Chilcott Shares are voted at the Court
Meeting(s) or the Warner Chilcott Extraordinary General Meeting, if the Scheme
becomes effective those Warner Chilcott Shares will be cancelled pursuant to the
Scheme in return for the payment of 862 pence per Warner Chilcott Share.
Defined terms in the announcement made by Waren on 27 October, 2004 shall have
the same meaning when used in this announcement, unless superseded by the
definitions below, or unless the context otherwise requires.
'Bain Capital' or 'Bain Capital funds managed or advised by Bain Capital Partners, LLC;
'Morgan Stanley' Morgan Stanley & Co. Limited; and
'Thomas H. Lee Partners' or funds managed or advised by Thomas H. Lee Partners, L.P.
All references to legislation in this announcement are to the legislation of
Northern Ireland unless the contrary is indicated. Any reference to any
provision of any legislation shall include any amendment, modification,
re-enactment or extension thereof.
Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.
References to '£', 'Sterling' and 'pence' are to the lawful currency of the
This information is provided by RNS
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