According to the Complaint, on May 20, 2013 Warner Chilcott and Actavis jointly announced that they had entered into a definitive agreement under which Actavis would acquire all of the outstanding, publicly-held common shares of Warner Chilcott (“Merger Agreement”). On June 18, 2013, Actavis Limited (a wholly owned subsidiary of Actavis formed in May 2013 for purposes of facilitating the Proposed Transaction) filed a Form S-4 registration statement for New Actavis shares with the SEC (“Registration Statement”). The Registration Statement included a preliminary joint proxy statement/prospectus on behalf of Warner Chilcott and Actavis to solicit shareholder votes in connection with the Proposed Transaction.
The Complaint alleges that in violation of Section 14 of the Exchange Act, the Registration Statement contains a number of material omissions concerning, among other things: (a) the background of the transaction; (b) key management projections; (c) the financial analysis of Warner Chilcott’s financial advisor, Deutsche Bank Securities, Inc., (d) the financial analyses of Actavis’s financial advisors, Bank of America Merrill Lynch and Greenhill & Co., and (e) potential conflicts of interest of the respective financial advisors.
On May 29, 2014, a Notice of Motion for Preliminary Approval of Settlement; Preliminary Certification of the Class for Purposes of Settlement; Approval of Notice to the Class; And Scheduling of a Final Approval Hearing wherein the Plaintiff respectfully requested the Court pursuant to FED. R. CIV. P. 23 for an order: (i) preliminarily approving the proposed settlement (“Settlement”); (ii) preliminarily certifying the proposed settlement class for purposes of the Settlement (“Settlement Class”); (iii) approving the form and manner of giving notice of the Settlement to the Settlement Class; and (iv) scheduling a hearing for final approval of the Settlement and Plaintiff’s Counsel’s motion for an award of attorneys’ fees and litigation expenses. The Motion shall be heard on a date to be determined by the Honorable Esther Salas.