Warner Chilcott Completes Irish Redomestication
21 August 2009 - 2:00PM
PR Newswire (US)
ARDEE, Ireland, Aug. 21 /PRNewswire-FirstCall/ -- Warner Chilcott
(NASDAQ: WCRX) announced today that its redomestication has been
completed and the ultimate public holding company of the Warner
Chilcott group is now organized in, and a tax resident of, Ireland.
The transaction was completed on August 20, 2009, following receipt
of the required approval from the Supreme Court of Bermuda on
August 14, 2009. As a result of the transaction, each shareholder
of Warner Chilcott Limited Class A common shares, par value $0.01
per share, received ordinary shares, par value $0.01 per share, of
Warner Chilcott plc on a one-for-one basis, and Warner Chilcott
Limited became a wholly owned subsidiary of Warner Chilcott plc, a
newly formed public limited company organized in, and a tax
resident of, Ireland. Shares of Warner Chilcott plc will begin
trading on the NASDAQ Global Market ("NASDAQ") on August 21, 2009,
under the symbol "WCRX," the same symbol under which Warner
Chilcott Limited's shares traded. Warner Chilcott plc will be
subject to U.S. Securities and Exchange Commission reporting
requirements, prepare its financial statements in U.S. dollars and
be subject to U.S. Generally Accepted Accounting Principles (GAAP).
The Company Warner Chilcott is a leading specialty pharmaceutical
company currently focused on the women's healthcare and dermatology
segments of the U.S. pharmaceuticals market. It is a fully
integrated company with internal resources dedicated to the
development, manufacturing and promotion of its products. WCRX-G
Forward Looking Statements This press release contains
forward-looking statements, including statements concerning our
operations, our economic performance and financial condition, and
our business plans and growth strategy and product development
efforts. These statements constitute forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The words
"may," "might," "will," "should," "estimate," "project," "plan,"
"anticipate," "expect," "intend," "outlook," "believe" and other
similar expressions are intended to identify forward-looking
statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of their
dates. These forward-looking statements are based on estimates and
assumptions by our management that, although we believe to be
reasonable, are inherently uncertain and subject to a number of
risks and uncertainties. The following represent some, but not
necessarily all, of the factors that could cause actual results to
differ from historical results or those anticipated or predicted by
our forward-looking statements: our substantial indebtedness;
competitive factors in the industry in which we operate (including
the approval and introduction of generic or branded products that
compete with our products); our ability to protect our intellectual
property; a delay in qualifying our manufacturing facility to
produce our products or production or regulatory problems with
either third party manufacturers upon whom we may rely for some of
our products or our own manufacturing facilities; pricing pressures
from reimbursement policies of private managed care organizations
and other third party payors, government sponsored health systems,
the continued consolidation of the distribution network through
which we sell our products, including wholesale drug distributors
and the growth of large retail drug store chains; the loss of key
senior management or scientific staff; adverse outcomes in our
outstanding litigation or an increase in the number of litigation
matters to which we are subject; government regulation affecting
the development, manufacture, marketing and sale of pharmaceutical
products, including our ability and the ability of companies with
whom we do business to obtain necessary regulatory approvals; our
ability to manage the growth of our business by successfully
identifying, developing, acquiring or licensing new products at
favorable prices and marketing such new products; our ability to
obtain regulatory approval and customer acceptance of new products,
and continued customer acceptance of our existing products; changes
in tax laws or interpretations that could increase our consolidated
tax liabilities; the other risks identified in our Annual Report on
Form 10-K for the year ended December 31, 2008, as amended; and
other risks detailed from time-to-time in our public filings,
financial statements and other investor communications. We caution
you that the foregoing list of important factors is not exclusive.
In addition, in light of these risks and uncertainties, the matters
referred to in our forward-looking statements may not occur. We
undertake no obligation to publicly update or revise any
forward-looking statement as a result of new information, future
events or otherwise, except as may be required by law.
Deregistration and Delisting of Warner Chilcott Limited Class A
Common Shares In connection with the transaction, Warner Chilcott
Limited expects to file with the SEC an application on Form 25 to
strike the Warner Chilcott Limited Class A common shares from
listing on NASDAQ and from registration under Section 12(b) of the
Exchange Act of 1934 (as amended, the "Exchange Act"). Warner
Chilcott Limited also expects to file a Form 15 with the SEC to
terminate the registration of the Warner Chilcott Limited Class A
common shares under Section 12(g) of the Exchange Act and to
suspend its duty under Section 15(d) of the Exchange Act to file
reports required by Section 13(a) of the Exchange Act with respect
to the Warner Chilcott Limited Class A common shares. DATASOURCE:
Warner Chilcott CONTACT: Rochelle Fuhrmann, Investor Relations of
Warner Chilcott, +1-973-442-3281, Web Site: http://www.wcrx.com/
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