Exhibit 99.1

 

LOGO

Warner Chilcott Reports Operating Results for the Quarter Ended June 30, 2013

Revenue Growth of DELZICOL and LO LOESTRIN FE Drive Strong Second Quarter 2013 Financial Results

DUBLIN, Ireland, July 24, 2013 – Warner Chilcott plc (NASDAQ: WCRX) today announced its results for the quarter ended
June 30, 2013.

Total revenue in the quarter ended June 30, 2013 was $613 million, a decrease of $25 million, or 4%, compared to the quarter ended June 30, 2012. This decrease was driven primarily by a decline in ACTONEL revenues of $54 million, due in large part to overall declines in the U.S. oral bisphosphonate market and continued declines in ACTONEL revenues in Western Europe and Canada following the 2010 loss of exclusivity in both regions, offset, in part, by combined net sales growth in our gastroenterology franchise. Within our gastroenterology franchise, a decrease in ASACOL net sales of $47 million in the quarter ended June 30, 2013 as compared to the prior year quarter, due primarily to our transition from ASACOL 400 mg to DELZICOL, was more than offset by DELZICOL net sales of $67 million in the quarter ended June 30, 2013. We also reported net sales growth in certain other promoted products, primarily LO LOESTRIN FE, which saw an increase in net sales of $25 million, or 74%, in the quarter ended June 30, 2013 as compared to the prior year quarter.

We reported GAAP net income of $108 million, or $0.43 per diluted share, in the quarter ended June 30, 2013, compared to GAAP net income of $53 million, or $0.21 per diluted share, in the quarter ended June 30, 2012. Cash net income (or CNI, as defined below) for the quarter ended June 30, 2013 was $222 million, compared to $278 million in the prior year quarter. Adjusted CNI was $232 million, or $0.92 per diluted share, in the quarter ended June 30, 2013, compared to adjusted CNI of $258 million, or $1.03 per diluted share, in the prior year quarter. In computing adjusted CNI for the quarter ended June 30, 2013, we excluded restructuring income of $1 million, net of tax, related to the restructuring of certain of our Western European operations and $11 million, net of tax, of fees related to the Actavis Transaction (defined below). In computing adjusted CNI for the quarter ended June 30, 2012, we excluded a gain of $20 million, net of tax, relating to the reversal of the liability for contingent milestone payments to Novartis Pharmaceuticals Corporation (“Novartis”) in connection with our acquisition of the U.S. rights to ENABLEX in October 2010 (the “ENABLEX Acquisition”), based on the determination that it was no longer probable that we would be required to make such payments.

References in this press release to “cash net income” or “CNI” mean our GAAP net income adjusted for the after-tax effects of two non-cash items: amortization (including impairments, if any) of intangible assets and amortization (including write-offs, if any) of deferred loan costs related to our debt. Adjusted CNI represents CNI as further adjusted to exclude the impact, on an after-tax basis, of the Western European restructuring, litigation-related charges, Actavis Transaction fees and the gain relating to the reversal of the liability for contingent milestone payments. Reconciliations from our reported results in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”) to CNI, adjusted CNI and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) for all periods presented are included in the tables at the end of this press release.

Actavis Transaction

On May 19, 2013, we entered into a Transaction Agreement (the “Transaction Agreement”) with, among others, Actavis, Inc., a Nevada corporation (“Actavis”), Actavis Limited, a private limited company organized under the laws of Ireland (“New Actavis”), and Actavis W.C. Holding 2 LLC, a limited liability company organized in Nevada and a wholly-owned subsidiary of New Actavis (“U.S. Merger Sub”). Under the terms of the Transaction Agreement, (a) New Actavis will acquire us (the “Acquisition”) pursuant to a scheme of arrangement under Section 201 of the Irish Companies Act 1963 (the “Scheme”) and (b) U.S. Merger Sub will merge with and into Actavis, with Actavis as the surviving corporation in the merger (the “Merger” and, together with the Acquisition, the “Transaction” or the “Actavis Transaction”). At the effective time of the Scheme, each of our shareholders will be entitled to receive 0.160 of a newly issued New Actavis ordinary share in exchange for each ordinary share of ours held by such shareholder. Cash will be paid in lieu of any fractional shares of New Actavis. At the effective time of the Merger, each outstanding Actavis common share will be converted into the right to receive one New Actavis ordinary share. As a result of the Transaction, both we and Actavis will become wholly owned subsidiaries of New Actavis.

 


The following information was filed by Warner Chilcott Plc (WCRX) on Wednesday, July 24, 2013 as an 8K 2.02 statement, which is an earnings press release pertaining to results of operations and financial condition. It may be helpful to assess the quality of management by comparing the information in the press release to the information in the accompanying 10-Q Quarterly Report statement of earnings and operation as management may choose to highlight particular information in the press release.

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