Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
June 11 2014 - 5:02AM
Edgar (US Regulatory)
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)
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Ireland
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000-55075
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98-1114402
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1 Grand Canal Square, Docklands
Dublin 2, Ireland
(Address of Principal Executive Offices)
(862) 261-7000
(Registrants 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
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
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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.
2
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Description
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99.1
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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.
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Dated: June 10, 2014
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ACTAVIS plc
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By:
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/s/ R. Todd Joyce
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R. Todd Joyce
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Chief Financial Officer - Global
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4
EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press Release of Actavis plc entitled Actavis Prices $3.7 Billion of Senior Unsecured Notes dated June 10, 2014.
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5
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