- Accession Number:
- Form Type:
- Zero Holdings:
- Publication Time:
- 2014-07-07 20:49:35
- Reporting Period:
- Filing Date:
- Accepted Time:
- 2014-07-07 20:49:35
- SEC Url:
- Form 4 Filing
|Cik||Name||Symbol||Sector (SIC)||IRS No|
|1484478||Furiex Pharmaceuticals Inc.||FURX||Pharmaceutical Preparations (2834)||271197863|
|Cik||Name||Reported Address||Insider Title||Director||Officer||Large Shareholder||Other|
|38074||Forest Laboratories, Llc||909 Third Avenue |
New York NY 10022
|1578845||Plc Actavis||1 Grand Canal Square, Docklands |
Dublin 2, Ireland L2
|Sec. Name||Acquisiton - Disposition||Date||Amount||Price||Remaning Holdings||Equity Swap Involved||Form Type||Code||Nature of Ownership||Explanation|
|Equity Swap Involved||Form Type||Code||Nature of Ownership||Explanation|
- This form is filed on behalf of Forest Laboratories, LLC ("Forest") and Actavis plc ("Actavis"). Actavis is the direct parent of Tango US Holdings Inc. ("Holdco"), which is the direct parent of Forest.
- In accordance with the terms of the Agreement and Plan of Merger, dated as of February 17, 2014, by and among Actavis, Holdco, Tango Merger Sub 1 LLC, a wholly owned subsidiary of Holdco ("Tango Merger Sub 1"), Tango Merger Sub 2 LLC, a wholly owned subsidiary of Holdco ("Tango Merger Sub 2"), and Forest Laboratories, Inc., the predecessor of Forest ("Old Forest"), on July 1, 2014, Actavis acquired Old Forest through a merger of Tango Merger Sub 1 with and into Old Forest, with Old Forest being the surviving entity (the "First Actavis Merger"), immediately followed by the merger of Old Forest, as the surviving entity of the First Actavis Merger, with and into Tango Merger Sub 2, with Tango Merger Sub 2 being the surviving entity (the "Second Actavis Merger"). Following the First Actavis Merger and the Second Actavis Merger, Tango Merger Sub 2 changed its name to Forest Laboratories, LLC.
- In accordance with the terms of the Agreement and Plan of Merger, dated as of April 27, 2014, by and among Forest, Royal Empress, Inc., a wholly owned subsidiary of Forest ("Merger Sub"), and Furiex Pharmaceuticals, Inc. ("Furiex"), on July 2, 2014, Merger Sub merged with and into Furiex (the "Furiex Merger"), with Furiex surviving as a wholly owned subsidiary of Forest and an indirect wholly owned subsidiary of Actavis (the "Surviving Corporation").
- At the effective time of the Furiex Merger (the "Effective Time"), each share of Furiex common stock (each such share, a "Share") issued and outstanding immediately prior to the Effective Time (other than Shares held by Furiex, Forest, Merger Sub or any wholly owned subsidiary of Forest or Furiex, which were cancelled without payment, and Shares owned by stockholders who have perfected and not withdrawn a demand for, or lost their right to, appraisal with respect to such Shares), was converted automatically into the right to receive (i) an amount in cash equal to $95.00 without interest and less any applicable withholding taxes and (ii) one contractual contingent value right, which represents the right to receive a contingent payment of up to $30.00 per Share upon the achievement of one of certain milestones set forth in the Contingent Value Rights Agreement, dated as of July 2, 2014, between Forest and American Stock Transfer & Trust Company, LLC, as rights agent
- (Continued from 4.) (collectively, the "Merger Consideration"). Also at the Effective Time, each Share subject to vesting, repurchase or other restrictions that was outstanding immediately prior to the Effective Time was vested, all restrictions thereon lapsed and each such Share was converted into the right to receive the Merger Consideration. As of the Effective Time, each Share was automatically cancelled and ceased to exist.
- At the Effective Time, each share of common stock of Merger Sub was converted into one share of common stock of the Surviving Corporation. Consequently, immediately following the consummation of the Furiex Merger on July 2, 2014, Forest became the direct owner of 1,000 shares of common stock of the Surviving Corporation, representing 100% of the issued and outstanding shares of common stock of the Surviving Corporation, and Actavis and Holdco each became the indirect owner of such shares.