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ACT > SEC Filings for ACT > Form 8-K on 17-Jun-2014All Recent SEC Filings

Show all filings for ACTAVIS PLC

Form 8-K for ACTAVIS PLC


Submission of Matters to a Vote of Security Holders, Other Events, Financial Statemen

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 17, 2014, in Dublin, Ireland, Actavis plc (the "Company" or "Actavis") convened an extraordinary general meeting of its shareholders (the "Actavis EGM"), relating to the issuance of Actavis ordinary shares in connection with the Company's pending acquisition of Forest Laboratories, Inc. ("Forest"). The acquisition of Forest will be effected pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated February 17, 2014, by and among Actavis, Forest, Tango US Holdings Inc., a Delaware corporation, Tango Merger Sub 1 LLC, a Delaware limited liability company ("Merger Sub 1"), and Tango Merger Sub 2 LLC, a Delaware limited liability company ("Merger Sub 2"). Pursuant to the Merger Agreement, Actavis will acquire Forest in a series of merger transactions. Merger Sub 1 will merge with and into Forest (the "First Merger") and, immediately following the First Merger, Forest will merge with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving company. The Actavis EGM was called to vote on the following proposals:

(1) Approval of Actavis Share Issuance Proposal (the "Actavis Share Issuance Proposal"). To approve the issuance of ordinary shares pursuant to the Merger Agreement.

(2) Adjournment Proposal. Proposal to approve any motion to adjourn the Actavis EGM, or any adjournments thereof, to another time or place if necessary or appropriate to, among other things, solicit additional proxies if there are insufficient votes at the time of the Actavis EGM to approve the Actavis Share Issuance Proposal.

There were 174,458,674 ordinary shares of the Company outstanding as of the May 2, 2014 record date for the Actavis EGM and a quorum was present. The final voting results are as follows:

Proposal 1:

                                                                                           Broker Non-
                                              For            Against        Abstain           Votes
Approval of Actavis Share Issuance
Proposal                                   143,245,839        183,875        548,747                 (0 )

At the Actavis EGM, shareholders of the Company approved Proposal 1, with 99.48% of the votes cast, either in person or represented by proxy, voting "FOR" the Actavis Share Issuance Proposal.

Proposal 2: At the Actavis EGM, Proposal 2 was not submitted to a vote of Actavis' shareholders and was not voted upon because there were sufficient proxies at the time of the Actavis EGM voting in favor of Proposal 1 (the Actavis Share Issuance Proposal).

Item 8.01. Other Events.

On June 17, 2014, the Company and Forest issued a joint press release announcing
(i) the results of the Actavis EGM and (ii) the results of the special meeting of stockholders of Forest held on June 17, 2014. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) List of Exhibits


99.1 Joint Press Release, dated June 17, 2014.

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