UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 10, 2014
ACTAVIS plc
(Exact Name of Registrant as Specified in Its Charter)
| Ireland | 000-55075 | 98-1114402 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1 Grand Canal Square, Docklands
Dublin 2, Ireland
(Address of Principal Executive Offices)
(862) 261-7000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
| Item 8.01. | Other Events. |
Actavis Funding SCS Prices Offering
On June 10, 2014, Actavis plc, an Irish public limited company, issued a press release announcing that its indirect subsidiary, Actavis Funding SCS, priced the offering of $3.7 billion in aggregate principal amount of notes (the “Notes”). A copy of the press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference herein.
The press release and the information shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release of Actavis plc entitled “Actavis Prices $3.7 Billion of Senior Unsecured Notes” dated June 10, 2014. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 10, 2014 | ACTAVIS plc | |||||
| By: | /s/ R. Todd Joyce | |||||
| R. Todd Joyce | ||||||
| Chief Financial Officer - Global | ||||||
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release of Actavis plc entitled “Actavis Prices $3.7 Billion of Senior Unsecured Notes” dated June 10, 2014. | |
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