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Warner Chilcott PLC (WCRX)

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Wednesday 05 January, 2005

Warner Chilcott PLC

Scheme of arrangement

Warner Chilcott PLC
05 January 2005


                    Warner Chilcott PLC ('Warner Chilcott')

                        Scheme of arrangement effective


Craigavon, Northern Ireland/Rockaway, New Jersey, USA - 5th January 2005: Warner
Chilcott PLC ('Warner Chilcott' or the 'Company') (LSE: WCRX, Nasdaq: WCRX).

Warner Chilcott announces that the scheme of arrangement under article 418 of
The Companies (Northern Ireland) Order 1986 between the Company and its
shareholders (the 'Scheme') to effect the recommended acquisition for cash by
Waren Acquisition Limited ('Waren') of the entire issued and to be issued share
capital of Warner Chilcott for 862 pence per share (representing 3,448 pence per
ADS) (the 'Acquisition') announced on 27th October 2004 has now become
effective.

Dealings in Warner Chilcott shares have been suspended and the listing of Warner
Chilcott shares will be cancelled on 6th January 2005. The listing of Warner
Chilcott ADSs will be cancelled today.

The latest date for despatch of cheques and payment through CREST to relevant
Warner Chilcott shareholders is 19th January 2005.



Enquiries:

Warner Chilcott PLC                                             +44 28 3836 3620
Dr John King
Geoffrey Elliott

Hoare Govett Limited                                            +44 20 7678 8000
(joint financial adviser and corporate broker to Warner Chilcott PLC)
Andrew Chapman
Justin Jones
Andrew Foster

Greenhill & Co. International LLP                               +44 20 7440 0400
(joint financial adviser to Warner Chilcott PLC)
Simon Borrows
Brian Cassin
Edward Wakefield

Financial Dynamics                                              +44 20 7831 3113
(public relations adviser to Warner Chilcott PLC)
Andrew Dowler

Credit Suisse First Boston (Europe) Limited                     +44 20 7888 8888
(joint financial adviser to Waren Acquisition Limited)
Andrew Christie
Zachary Brech

Morgan Stanley & Co. Limited                                    +44 20 7425 5000
(joint financial adviser to Waren Acquisition Limited)
Gavin MacDonald
Colm Donlon


Hoare Govett Limited, which is regulated by the Financial Services Authority, is
acting for Warner Chilcott PLC in connection with the Acquisition and no-one
else and will not be responsible to anyone other than Warner Chilcott PLC for
providing the protections afforded to customers of Hoare Govett Limited nor for
providing advice in relation to the Acquisition.

Greenhill & Co. International LLP, which is regulated by the Financial Services
Authority, is acting for Warner Chilcott PLC in connection with the Acquisition
and no-one else and will not be responsible to anyone other than Warner Chilcott
PLC for providing the protections afforded to customers of Greenhill & Co.
International LLP nor for providing advice in relation to the Acquisition.

Credit Suisse First Boston (Europe) Limited, which is regulated by the Financial
Services Authority, is acting for Waren Acquisition Limited in connection with
the Acquisition and no-one else and will not be responsible to anyone other than
Waren Acquisition Limited 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, which is regulated by the Financial Services
Authority, is acting for Waren Acquisition Limited in connection with the
Acquisition and no-one else and will not be responsible to anyone other than
Waren Acquisition Limited for providing the protections afforded to customers of
Morgan Stanley & Co. Limited nor for providing advice in relation to the
Acquisition.

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.

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.

This announcement and oral statements made regarding the Acquisition and the
Scheme and Warner Chilcott, contain certain forward-looking statements within
the meaning of the United States Private Securities Litigation Reform Act of
1995. These include, but are not limited to, forward-looking statements and
information relating to the Company's financial condition, results of
operations, business, strategy and plans, and general industry outlook
(including trends in results, prices, volumes, operations, margins, overall
market condition, risk management and exchange rates), including as a result of
and following the Acquisition and the Scheme, based on currently available
information. These statements are often, but not always, made through the use of
words or phrases such as 'aim', 'anticipate', 'believe', 'continue', 'could', '
estimate', 'expect', 'intend', 'may', 'plan', 'seek', 'should' or 'will' or the
negative of these terms or similar expressions. Actual future results and trends
could differ materially from those expressed or implied in such statements due
to various factors. Such factors include factors relating to the satisfaction of
the conditions of the Acquisition and change in the global, political, economic,
business, competitive, market and regulatory forces and other risks and
uncertainties, including those detailed in Warner Chilcott's filings with the US
Securities and Exchange Commission, the UK Listing Authority, the Irish Stock
Exchange and NASDAQ. Many of such factors are beyond Warner Chilcott's or
Waren's ability to control or estimate precisely. Readers are cautioned not to
place undue reliance on forward-looking statements. Neither Warner Chilcott nor
Waren undertakes any obligation to update or revise any of the forward-looking
statements publicly, whether as a result of new information, future events or
otherwise, save in respect of any requirement under applicable law or regulation
or the listing rules of the UK Listing Authority, the Irish Stock Exchange or
NASDAQ.



                      This information is provided by RNS
            The company news service from the London Stock Exchange