Andrx - Watson Pharma

Andrx Corporation (ADRX)
Watson Pharmaceuticals, Inc. (WPI)
$1.9B Cash Merger

One generic drug company to buy another

$25 per ADRX share

$1.9B total
WPI stock chart

Announced 3.13.06

Closed 9.07.06

Form 15

FTC issues a second request

Press release 5.03.06

Parties extend termination date

To 11.13.06, to allow further SEC review
Press release 7.10.06
Form 8-K 7.10.06
Merger agreement amendment 7.07.06

Financial

ADRX: Banc of America / Proskauer

Legal

WPI: Latham
ADRX: Sullivan & Cromwell

Merger Agreement

Article I The Merger

1.1 The Merger
1.2 Closing
1.3 Effect of the Merger
1.4 Certificate of Incorporation and Bylaws
1.5 Directors and Officers

Article II Effect on the Capital Stock of the Constituent

Corporations

2.1 Conversion of Securities
2.2 Exchange of Certificates
2.3 Stock Transfer Books
2.4 Equity Awards and Employee Stock Purchase Plan

Article III Company Reps

3.1 Organization and Qualification
3.2 Subsidiaries
3.3 Authorization; Valid and Binding Agreement
3.4 Governmental Filings; No Violations
3.5 Capital Stock
3.6 Company SEC Reports.
3.7 Absence of Certain Changes or Events
3.8 Title to Properties
3.9 Tax Matters
3.10 Material Contracts
3.11 Intellectual Property
3.12 Litigation
3.13 Employee Benefit Plans
3.14 Insurance
3.15 Compliance with Laws; Permits
3.16 Environmental Matters
3.17 Affiliated Transactions
3.18 Labor and Other Employment Matters
3.19 Brokerage
3.20 Information Supplied
3.21 Fairness Opinion
3.22 Vote Required
3.23 Takeover Statutes and Rights Plan
3.24 FDA Compliance
3.25 Disclosure of Information Related to the FDA OAI Matter

Article IV Parent and Merger Sub Reps

4.1 Organization
4.2 Authorization; Valid and Binding Agreement
4.3 Government Filings; No Violations
4.4 Litigation
4.5 Brokerage
4.6 Sufficient Funds
4.7 Information Supplied
4.8 Operations of Merger Sub
4.9 Interested Stockholder
4.10 Investigation by Parent; No Knowledge of
Misrepresentations or Omissions Relating to FDA OAI

Article V Certain Pre-closing Covenants

5.1 Conduct of the Business
5.2 No Control of the Companys Business

Article VI Additional Agreements

6.1 Proxy Statement
6.2 Meeting of Company Stockholders
6.3 Access to Information; Confidentiality
6.4 Contact with Employees, Customers and Suppliers
6.5 No Solicitations of Transactions
6.6 Reasonable Best Efforts
6.7 Regulatory Filings
6.8 Certain Notices
6.9 Public Announcements
6.10 Indemnification of Directors and Officers
6.11 Employee Benefits
6.12 Section 16 Matters
6.13 Financing
6.14 Disqualified Individuals
6.15 Further Assurances

Article VII Conditions

7.1 Each Party
7.2 Parents and Merger Sub
7.3 Company

Article VIII Termination, Amendment and Waiver

8.1 Termination
8.2 Effect of Termination
8.3 Amendment
8.4 Waiver
8.5 Fees and Expenses

Article IX Definitions

9.1 Definitions
9.2 Construction

Article X Miscellaneous

10.1 Non-Survival of Representations and Warranties
10.2 Notices
10.3 Severability
10.4 Entire Agreement
10.5 Assignment
10.6 Third Party Beneficiaries
10.7 No Strict Construction.
10.8 Governing Law; Consent to Jurisdiction and Venue
10.9 Specific Performance
10.10 Waiver of Trial by Jury
10.11 Counterparts

Other Agreements

Merger agreement amendment

Rights agreement amendment

Proxy Solicitation

Andrx shareholder meeting

To approve merger 6.28.06

Overwhelmingly approved
Form 10-Q Item 4 8.09.06

Definitive Proxy statement 5.18.06

Table of contents

Preliminary proxy statement 4.28.06

Table of contents

Deal Protection

No shop covenant

Merger agreement §6.5
Proxy statement disclosure

Break-up fee

$70.769mm, plus out-of-pocket expenses
Agreement §8.2
Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement §7.1(b)
Proxy statement disclosure
Best efforts covenant

Proxy statement disclosure

FTC issues a second request

Press release 5.03.06

Parties extend termination date

To 11.13.06, to allow further SEC review
Press release 7.10.06
Form 8-K 7.10.06
Merger agreement amendment 7.07.06

Fairness Opinion

Banc of America fairness opinion

Proxy statement disclosure

Disclosure

Proxy statement disclosure

Related Topics

Clear Gif