FORT LAUDERDALE, Fla. & CORONA, Calif.--June 28,
2006--Andrx Corporation (Nasdaq:ADRX) and Watson Pharmaceuticals, Inc.
(NYSE:WPI) announced that, at a Special Meeting of Stockholders held
today, Andrx's stockholders adopted the agreement and plan of merger
that Andrx entered into with Watson Pharmaceuticals, Inc. and its
wholly owned subsidiary on March 12, 2006, providing for the
acquisition of Andrx by Watson. Subject to U.S. antitrust clearance
and the satisfaction of the other various conditions to closing in the
agreement and plan of merger, the parties currently anticipate closing
the acquisition in the third quarter of 2006. Upon the closing of the
acquisition, each outstanding share of Andrx common stock will be
converted into the right to receive $25.00 in cash, without interest,
Andrx will become a wholly owned subsidiary of Watson and its shares
of common stock will cease to be quoted on The Nasdaq National Market.
Andrx is a pharmaceutical company that:
-- develops and commercializes generic versions of primarily
controlled-release pharmaceutical products, as well as oral
contraceptives and selective immediate-release products;
-- distributes pharmaceutical products, primarily generics, which
have been commercialized by others, as well as our own,
primarily to independent and chain pharmacies and physicians'
-- develops and manufactures pharmaceutical products for other
pharmaceutical companies, including combination products and
For press releases and other company information, visit Andrx
Corporation's Web site at http://www.andrx.com.
Watson Pharmaceuticals, Inc., headquartered in Corona, California,
is a leading specialty pharmaceutical company that develops,
manufactures, markets, sells and distributes brand and generic
pharmaceutical products. Watson pursues a growth strategy combining
internal product development, strategic alliances and collaborations
and synergistic acquisitions of products and businesses. For press
releases and other company information, visit Watson Pharmaceuticals'
Web site at http://www.watsonpharm.com.
Forward-looking statements (statements which are not historical
facts) in this release are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. For this
purpose, any statements contained herein or which are otherwise made
by or on behalf of Andrx or Watson that are not statements of
historical fact may be deemed to be forward-looking statements.
Without limiting the generality of the foregoing, words such as "may,"
"will," "to," "plan," "expect," "believe," "anticipate," "intend,"
"could," "should," "would," "estimate," or "continue" or the negative
or other variations thereof or comparable terminology are intended to
identify forward-looking statements. Investors are cautioned that all
forward-looking statements involve risk and uncertainties, including
but not limited to, the satisfaction or waiver of all merger closing
conditions, including, without limitation, Federal Trade
Commission-related matters, set forth in the merger agreement between
Andrx Corporation and Watson Pharmaceuticals, Inc.; the completion of
the merger with Watson; which sanctions, if any, FDA may seek in
connection with its decision to place Andrx in OAI status or after any
current or future inspections, including without limitation sanctions
relating to any failure to comply with cGMP requirements and if and
when the "hold" on pharmaceutical product applications will be lifted;
whether Andrx will be able to satisfactorily resolve the FDA's April
2006 483 - List of Inspectional Observations; the companies'
dependence on a relatively small number of products; the timing and
scope of patents issued to competitors; the timing and outcome of
patent, class action, derivative and other litigation and future
product launches; the submission of Citizen Petitions; government
regulation generally; competition; manufacturing capacities; the
companies' ability to develop and successfully commercialize new
products; increasing pricing pressures as a result of more
competitors, including the launch of authorized generics into an
exclusivity period; Andrx's ability to meet the supply and
manufacturing requirements of the First Horizon, L. Perrigo Company,
Takeda Pharmaceutical Company Limited or Teva Pharmaceuticals USA
agreements; the consolidation or loss of customers; the relationship
with suppliers and customers and their views, actions and reactions
towards the companies in connection the announcement of the
transaction between Andrx and Watson; management changes and the
potential loss of key personnel; and business interruption due to
hurricanes or other events outside of our control. Actual results may
differ materially from those projected in a forward-looking statement.
We are also subject to other risks detailed from time to time in
Andrx's and Watson's 2005 Annual Report on Form 10-K, Quarter Report
on Form 10-Q for the period ended March 31, 2006, and other SEC
filings made from time to time. Subsequent written and oral
forward-looking statements attributable to us or to persons acting on
our behalf are expressly qualified in their entirety by the cautionary
statements set forth in our 2005 Annual Report on Form 10-K and in our
other SEC filings.
Readers are cautioned not to place reliance on these
forward-looking statements, which are valid only as of the date they
were made. We undertake no obligation to update or revise any
forward-looking statements to reflect new information or the
occurrence of unanticipated events or otherwise, except as expressly
required by law.
CONTACT: Andrx Corporation, Fort Lauderdale
Allison F. Tomek, 954-382-7696
Watson Pharmaceuticals, Corona
Patty Eisenhaur, 951-493-5611
SOURCE: Andrx Corporation and Watson Pharmaceuticals, Inc.