Watson Pharmaceuticals, Inc./ Andrx Corporation Merger & Acquisition Announcement - Final.

Original Source: FD (FAIR DISCLOSURE) WIRE

OPERATOR: Good afternoon My name is Marianne and I will be your conference facilitator. At this time I would like to welcome everyone to the Watson Pharmaceuticals conference call. [OPERATOR INSTRUCTIONS] Miss Eisenhaur, you may begin your conference.

PATTY EISENHAUR, DIRECTOR IR, WATSON PHARMACEUTICALS, INC: Thank you, Marianne, and thank you. Good afternoon, everyone, I would like to welcome you to Watson Pharmaceuticals conference call regarding our acquisition of Andrx Corporation. Before the market opened today Watson issued a press release announcing the acquisition of Andrx. We also filed a form 8-K with the Securities and Exchange Commission earlier today attaching a copy of the merger agreement. The press release and form 8-K is available on our website at www.watsonpharm.com. Additionally, we are conducting a live webcast of this call, which will also be available on our website after the call's conclusion. During today's call Dr Allen Chao, our Chairman and CEO, will provide an overview of the transaction as well as a rational behind the deal. Charlie Slacik,Watson's Executive VP and CFO, will provide further details on the financial aspects of the transaction.

Please note that we are not going to make any comments today about Andrx's financial results for 2005, Watson's projections for 2006 or any comments concerning any post closing financial projections. Finally, we will open up the lines to a Q&A session where Dr Chao and Charlie will be joined by Tom Rice, CEO of Andrx, and Angelo Malahias, President and CFO of Andrx. I would like to remind you that during the course of this call management from both Watson and Andrx will make projections or other forward-looking remarks regarding future events or the future financial performance of the company. It's important to note that such statements about Watson or Andrx's estimated or anticipated future results, prospects or other non-historical facts are forward-looking statements and reflect management's current perspective of existing trends and information as of today's date. Watson and Andrx disclaim any intent or obligation to update these forward-looking statements except as expressly required by law.

Actual results may differ materially from Watson and Andrx's current expectations and projections depending on a number of factors affecting Watson and Andrx's periodic public business. These factors are detailed in Watson and Andrx's periodic public filings with the Securities and Exchange Commission. Including but not limited to Watson's Form 10-K for the year ended December 31, 2005, and Andrx's Form 10-Q for the quarter ended September 30, 2005. This presentation and conference call may be deemed to be solicitation material in respect of the proposed merger of Watson and Andrx. In connection with the proposed merger, Andrx will file a proxy statement with the US Securities and Exchange Commission, the SEC. Investors and security holders of Andrx are advised to read the proxy statement and any other relevant documents filed with the SEC when they become available because those documents will contain important information about the proposed merger.

The final proxy statement will be mailed to stockholders of Andrx. Investors and security holders may obtain a free copy of the proxy statement, when it becomes available, and other documents filed by Watson and Andrx with the SEC, at the SEC's website at http://www.sec.gov. Free copies of the proxy statement when it becomes available and the company's other filings with the SEC may also be obtained from the company. Free copies of Andrx's filings may be obtained by directing a request to Andrx Corporation, 4955 Orange Drive, Davie, Florida, 33314, Attention Investor Relations. As for participants in solicitation, Watson and Andrx and their respective directors, executive officers and other members of their management and employees may be deemed to be soliciting proxies from Andrx stockholders in favor of the merger. Information regarding Andrx's directors and executive officers is available on Andrx's proxy statement for its 2005 annual meeting of stockholders, which was filed with the SEC on April 19, 2005.

Information regarding Watson's director and executive officers is available in Watson's proxy statement for its 2005 annual meeting of stockholders, which was filed with the SEC on April 1, 2005. Additional information regarding the interest of such potential participants will be included in the proxy statement and other relevant documents filed with the SEC when they become available. Now, I would like to turn the call over to Dr. Chao, our Chairman and CEO.

DR ALLEN CHAO, CHAIRMAN & CEO, WATSON PHARMACEUTICALS, INC: Thank you very much Patty. We are truly excited to announce today that Watson will be acquiring Andrx Corporation, when all cash transaction value at $25 an Andrx share for a total consideration of approximately $1.9 billion. We expect the transaction to be accretive beginning in 2007 or earlier, depending on the timing of certain product launches. While the deal is …