Andrx Stockholders Approve Acquisition by Watson.FORT LAUDERDALE Fort Lauderdale (lô`dərdāl), residential, commercial, and resort city (1990 pop. 149,377), seat of Broward co., SE Fla., on the Atlantic coast; settled around a fort built (c.1837) in the Seminole War, inc. 1911. , Fla. & CORONA, Calif. -- Andrx Corporation (Nasdaq:ADRX ADRX Andrx Corporation (stock symbol) ) and Watson Pharmaceuticals, Inc. (NYSE NYSE See: New York Stock Exchange :WPI WPI - Worcester Polytechnic Institute ) 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 Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. 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. About Andrx Andrx is a pharmaceutical company that: --develops and commercializes generic versions of primarily controlled-release pharmaceutical products, as well as oral contraceptives Oral Contraceptives Definition Oral contraceptives are medicines taken by mouth to help prevent pregnancy. They are also known as the Pill, OCs, or birth control pills. 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' offices; and --develops and manufactures pharmaceutical products for other pharmaceutical companies, including combination products and controlled-release formulations. For press releases and other company information, visit Andrx Corporation's Web site at http://www.andrx.com. About Watson 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 Forward-looking statements (statements which are not historical facts) in this release are made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and 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 FDA abbr. Food and Drug Administration FDA, n.pr See Food and Drug Administration. FDA, n.pr the abbreviation for the Food and Drug Administration. may seek in connection with its decision to place Andrx in OAI (Open Application Interface) A computer to telephone interface that lets a computer control and customize PBX and ACD operations. 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 An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called 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 Takeda Pharmaceutical Company Limited (武田薬品工業株式会社 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 Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. , Quarter Report on Form 10-Q Form 10-Q See 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. |
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