Andrx (NASDAQ:ADRX)
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From Jun 2019 to Jun 2024
Andrx Corporation (Nasdaq:ADRX) ("Andrx" or the
"Company") announced today that on September 12, 2006, it certified
that each representation and warranty of the Company contained in the
merger agreement, as amended, with Watson Pharmaceuticals, Inc.
(NYSE:WPI) is true and correct as of September 12, 2006, except as
would not have individually or in the aggregate, a material adverse
effect and that no material adverse effect has occurred with regard to
Andrx or its ability to consummate the merger since March 12, 2006.
The merger agreement, as amended, provides that in the event that the
representations and warranties made by Andrx in the merger agreement
are true and correct on September 12, 2006, then such representations
and warranties will be deemed to be true on all dates subsequent to
September 12, 2006. In addition, in the event that no material adverse
effect has occurred with regard to Andrx or its ability to consummate
the merger on September 12, 2006, then if a material adverse effect
were to occur after September 12, 2006, such material adverse effect
will not affect the consummation of the merger.
The merger, which remains subject to Federal Trade Commission
approval, is anticipated to close in the fourth quarter of 2006, but
not later than November 13, 2006.
About Andrx Corporation
We are 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'
offices; and
-- develops and manufactures pharmaceutical products for other
pharmaceutical companies, including combination products and
controlled-release formulations.
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 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 completion of our merger with Watson
Pharmaceuticals, Inc., which sanctions, if any, the FDA may seek in
connection with its decision to place us in Official Action Indicated
(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 we will be able to satisfactorily
resolve the FDA's April 2006 483 - List of Inspectional Observations;
our dependence on a relatively small number of products; the timing
and scope of patents issued to our competitors; the timing and outcome
of patent, class action, derivative and other litigation and future
product launches; the submission and resolution of Citizen Petitions;
whether we will be awarded any marketing exclusivity period and, if
so, the precise dates thereof; whether we will forfeit our, or our
partner's, exclusivity or whether that exclusivity will expire before
we enjoy a full 180 days of exclusivity; government regulation
generally; competition; manufacturing capacities; our ability to
develop and successfully commercialize new products; the loss of
revenues and profits from existing key products; increasing pricing
pressures as a result of more competitors, including the launch of
authorized generics into an exclusivity period; our ability to meet
the supply and manufacturing requirements of the Sciele Pharma, L.
Perrigo Company, Takeda or Teva Pharmaceuticals USA agreements; the
fact that our generic products are sold to, among others, major
wholesalers, with whom we compete in our distribution operations; our
relationship with our suppliers and customers and their views, actions
and reactions towards us following the announcement of our Watson
transaction; the impact of sales allowances; product liability claims;
management changes and the potential loss of key personnel; the
absence of certainty regarding the receipt of required regulatory
approvals or the timing or terms of such approvals; our ability to
commercialize all of our pre-launch inventory; 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
in our 2005 Annual Report, or, from time to time, in our other SEC
filings. 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 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.
This release and additional information about Andrx Corporation is
also available on the Internet at: http://www.andrx.com.