8-K

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 30, 2014

FOREST LABORATORIES, LLC

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-5438	47-1225595
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

909 Third Avenue

New York, NY 10022-4731

(Address of Principal Executive Offices, including Zip code)

(212) 421-7850

(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:

¨ 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 1.02. Termination of a Material Definitive Agreement.

In connection with the Mergers (as defined below), Forest Laboratories, LLC, formerly known as Forest Laboratories, Inc. (“Forest” or the “Company”) terminated its Credit Agreement (the “Existing Credit Agreement”), dated as of December 4, 2012, as amended, among the Company, the foreign subsidiary borrowers party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. There was no indebtedness outstanding under the Existing Credit Agreement immediately prior to its termination. Certain letters of credit outstanding under the Existing Credit Agreement were transferred to that certain Second Amended and Restated Actavis Revolving Credit and Guaranty Agreement, dated as of July 1, 2014, by and among Actavis plc, Warner Chilcott Limited, Actavis Capital S.à r.l., Actavis, Inc., Actavis Funding SCS, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent thereunder.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On July 1, 2014, pursuant to the Agreement and Plan of Merger, dated February 17, 2014 among Forest, Actavis, Tango Merger Sub 1 LLC (“Merger Sub 1”), Tango Merger Sub 2 LLC (“Merger Sub 2”) and Tango US Holdings Inc. (the “Merger Agreement”), (a) Merger Sub 1 merged with and into the Company, with the Company being the surviving entity (the “First Merger”), and (b) immediately following the First Merger, the Company, as the surviving entity of the First Merger, merged with and into Merger Sub 2, with Merger Sub 2 being the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”). As a result of the Mergers, the Company became a wholly owned subsidiary of Actavis.

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As previously disclosed, pursuant to the Merger Agreement, each holder of a share of Company common stock issued and outstanding immediately prior to the First Merger (other than dissenting shares) had the right to elect to receive as a result of the First Merger, subject to the proration procedures set forth in the Merger Agreement either: (1) a combination of $26.04 in cash plus 0.3306 of an Actavis ordinary share (the “Standard Election Consideration”); (2) $86.81 in cash (the “Cash Election Consideration”); or (3) 0.4723 Actavis ordinary shares (the “Stock Election Consideration” and, together with the Standard Election Consideration and the Stock Election Consideration, the “Merger Consideration”). Shares of Company common stock with respect to which no election was made were deemed to elect the Standard Election Consideration. Forest stockholders who elected to receive the Stock Election Consideration were subject to proration to ensure that the total amount of cash paid and the total number of Actavis shares issued to Forest stockholders as a whole were equal to the total amount of cash and number of Actavis shares that would have been paid and issued if all Forest stockholders received the Standard Election Consideration.

The election deadline for the Merger Consideration was 5:00 pm New York time, June 27, 2014. Based on the final results of the Merger Consideration elections and the terms of the Merger Agreement:

• holders of approximately 72.78% of the outstanding Forest common stock, or approximately 197,607,707 shares, elected to receive the Stock Election Consideration, which, after giving effect to the prorations, entitles each holder to $25.67 in cash plus 0.3326 of an Actavis ordinary share per share of Forest common stock, with fractions of an Actavis ordinary share being cashed out at $219.00 per ordinary share;

• holders of approximately 0.44% of the outstanding Forest common stock, or approximately 1,202,340 shares, elected to receive the Cash Election Consideration, which entitles each holder to $86.81 in cash per share of Forest common stock;

• holders of approximately 13.81% of the outstanding Forest common stock, or approximately 37,487,783 shares, elected to receive the Standard Election Consideration per share of Forest common stock, with fractions of an Actavis ordinary share being cashed out at $219.00 per ordinary share;

• holders of approximately 12.97% of the outstanding Forest common stock, or approximately 35,228,456 shares, did not make a valid election or did not deliver a valid election form prior to the election deadline and will receive the Standard Election Consideration per share of Forest common stock with fractions of an Actavis ordinary share being cashed out at $219.00 per ordinary share.

The issuance of Actavis shares in connection with the Mergers was registered under the Securities Act of 1933, as amended, pursuant to Actavis’ registration statement on Form S-4 (File No. 333-194781) (the “Registration Statement”) filed with the SEC and declared effective May 5, 2014. The definitive joint proxy statement/prospectus of the Company and Actavis that forms a part of the Registration Statement (the “Joint Proxy Statement/Prospectus”) contains additional information about the Mergers and the other transactions contemplated by the Merger Agreement, including information concerning the interests of directors, executive officers and affiliates of the Company and Actavis in the Mergers.

The foregoing description of the Merger Agreement and the Mergers is not complete and is qualified in its entirety by reference to the Merger Agreement, which was included as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 19, 2014, which is incorporated by reference herein.

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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Prior to the Mergers, the shares of Forest common stock were registered pursuant to Section 12(b) of the Exchange Act and listed on the New York Stock Exchange under the symbol “FRX.” As a result of the Mergers, each of the shares of Forest common stock was cancelled and automatically converted into the right to receive the Merger Consideration. Accordingly, the NYSE has filed a Form 25 to withdraw the shares of Forest common stock from listing and terminate the registration of the shares of Forest common stock under Section 12(b) of the Exchange Act. Prior to the open of trading on the New York Stock Exchange on July 1, 2014, trading in shares of Forest common stock was suspended by the NYSE. On or about July 11, 2014, the Company expects to file a Form 15 with the SEC to terminate the registration of the shares of Forest common stock under Section 12(g) of the Exchange Act and suspend its reporting obligations under Section 15(d) of the Exchange Act. The information set forth in Item 2.01 is incorporated by reference into this Item 3.01.

Item 3.03. Material Modification to Rights of Security Holders.

In connection with the Mergers, on July 1, 2014 each Forest Common Share was cancelled and automatically converted into the right to receive the Merger Consideration. The information set forth in Item 2.01 is incorporated by reference into this Item 3.03.

At the effective time of the First Merger (the “First Effective Time”), each option to acquire Forest common stock (each, a “Company Option”) under Forest’s company equity plans, whether vested or unvested, that was outstanding immediately prior to the effective time of the First Merger was converted into a stock option to acquire Actavis ordinary shares with the same terms and conditions as were applicable to it prior to such conversion (but taking into account any changes thereto provided for in the applicable company equity plan, in any award agreement or in such Company Option, by reason of the Merger Agreement or the transactions contemplated thereby). As of the First Effective Time, each such Actavis stock option as so assumed and converted was for that number of whole shares of Actavis ordinary shares (rounded down to the nearest whole share) equal to the product of (i) the number of Forest common stock subject to such Forest stock option multiplied by (ii) the Stock Election Consideration, at an exercise price per share of Actavis ordinary stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per share of Forest common stock of such Forest stock option by (y) the Stock Election Consideration.

In addition, at the First Effective Time, each outstanding share of restricted stock (each, a “Company Restricted Share”) granted under Forest’s company equity plans that was not then vested was assumed by Actavis and converted into a restricted stock unit award for Actavis ordinary shares (an “Actavis RSU”). Each Actavis RSU as so assumed and converted will continue to have, and will be subject to, the same terms and conditions as applied to the applicable Company Restricted Shares immediately prior to the First Effective Time (but taking into account any changes thereto provided for in the applicable company equity plan, in any award agreement or in such Company Restricted Shares, by reason of the Merger Agreement or the transactions contemplated thereby). As of the First Effective Time, the number of Actavis ordinary shares underlying each such Actavis RSU as so assumed and converted was equal to the product of (i) the applicable number of Company Restricted Shares multiplied by (ii) the Stock Election Consideration.

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In addition, at the First Effective Time, each outstanding restricted stock unit and any associated rights to the issuance of additional Forest Common Share upon the achievement of Company performance goals (the “Company RSUs”) under any company equity plan that was not then vested was assumed by Actavis and converted into an Actavis RSU with associated rights to the issuance of additional shares of Actavis ordinary shares. Each Actavis RSU as so assumed and converted will continue to have, and will be subject to, the same terms and conditions as applied to the applicable Company RSUs immediately prior to the First Effective Time (but taking into account any changes thereto, including any necessary changes to any issuance provisions, provided for or permitted in the applicable company equity plan, in any award agreement or in such Company RSUs, by reason of the Merger Agreement or the transactions contemplated thereby). To the extent any such Company RSUs were subject to performance vesting, the applicable Actavis RSUs corresponding to such Company RSUs were deemed to be earned based on target performance at the First Effective Time, and will otherwise remain subject to any applicable payment conditions prescribed by the terms in effect for such Company RSUs immediately prior to the First Effective Time. As of the First Effective Time, the number of Actavis ordinary shares underlying each such Actavis RSU as so assumed and converted was equal to the product of (i) the number of Forest Common Shares underlying the applicable Company RSUs multiplied by (ii) the Stock Election Consideration.

The vesting of any unvested Forest equity awards held by a Forest director whose service did not continue following the First Effective Time was accelerated as of the First Effective Time. The Forest equity awards held by any Forest director who continues as an Actavis director were converted and will continue to vest as described above; the vesting of such awards will be accelerated upon the director ceasing to provide service to Actavis.

Item 5.01. Changes in Control of Registrant.

The information set forth in Item 2.01 is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Second Amendment to Change of Control Employment Agreement; RSU Awards

On June 30, 2014, the Compensation Committee of the Forest board of directors (the “Compensation Committee”) approved, and the Company entered into, a second amendment (a “Second Amendment”) to the Change of Control employment agreement (the “Employment Agreement”) with each of Brenton L. Saunders, the Company’s President and Chief Executive Officer, and Karen Ling, the Company’s Senior Vice President – Chief Human Resources Officer (each, a “Executive”). The Second Amendment replaces the Employment Agreement provision providing for a gross-up of any excise taxes imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), with a provision that would limit change of control payments to each of the Executives to the largest amount that could be paid without triggering the excise tax imposed under Section 4999 of the Code, unless the Executive would be better off on an after-tax basis receiving all such payments.

In consideration for each of the Executives agreeing to the Second Amendment, the Compensation Committee approved a grant to each Executive of a restricted stock unit award (each, a “RSU Award”) under the Company’s 2007 Equity Incentive Plan, as amended (the “Plan”), covering 66,420 RSUs in the case of Mr. Saunders and 14,022 RSUs in the case of Ms. Ling. The RSU Awards generally will vest on the second anniversary of the grant date, subject to the Executive’s continued employment with the Company or its affiliates through such anniversary, and will have such other terms and conditions as specified in the Plan and the Company’s form of award agreement. At the First Effective Time, each RSU Award was assumed by Actavis and converted into an Actavis RSU award in accordance with the terms of the Merger Agreement and as described in Item 3.03 above.

The foregoing summary of the Second Amendments with Mr. Saunders and Ms. Ling and the RSU Awards granted to Mr. Saunders and Ms. Ling does not purport to be complete and is subject to and qualified in its entirety by reference to the terms and conditions of the Second Amendment with each of Mr. Saunders and Ms. Ling, the Plan, and the Company’s form of award agreement, which are filed as Exhibits 10.1, 10.2, 10.3, and 10.4 hereto, respectively, and are incorporated by reference herein.

Board of Directors

At the First Effective Time, each named executive officer and each member of Forest’s board of directors ceased to be executive officers and directors of Forest. Following the First Effective Time, the Company became a member managed limited liability company whose sole member is Tango US Holdings Inc. (the “Sole Member”). The members of Forest’s board of directors immediately prior to the Mergers were Howard Solomon, Mr. Saunders, Christopher J. Coughlin, Dr. Lawrence S. Olanoff, MD, Gerald M. Lieberman, Kenneth E. Goodman, Lester B. Salans, MD, Nesli Basgoz, MD, Peter J. Zimetbaum, MD, Pierre Legault, and Vincent J. Intrieri.

Executive Officers

Effective on July 1, 2014, the Sole Member appointed new officers, including:

• R. Todd Joyce as President of the Company.

• Robert Stewart as Chief Operating Officer of the Company.

• James D’Arecca as Chief Accounting Officer of the Company.

R. Todd Joyce, age 56, has served as Chief Financial Officer of Actavis plc since April 27, 2012. Mr. Joyce had served as Executive Vice President, Chief Financial Officer since March 2011. He had previously served as Senior Vice President, Chief Financial Officer of Actavis from October 2009 to March 2011. Mr. Joyce joined Actavis in 1997 as Corporate Controller, and was named Vice President, Corporate Controller and Treasurer in 2001. During the periods October 2006 to November 2007 and from July 2009 until his appointment as Chief Financial Officer, Mr. Joyce served as interim Principal Financial Officer of Actavis. Prior to joining Actavis, Mr. Joyce served as Vice President of Tax from 1992 to 1996 and as Vice President of Tax and Finance from 1996 until 1997 at ICN Pharmaceuticals. Prior to ICN Pharmaceuticals, Mr. Joyce served as a Certified Public Accountant with Coopers & Lybrand and Price Waterhouse. Mr. Joyce received a B.S. in Business Administration from the University of North Carolina at Chapel Hill in 1983 and a M.S. in Taxation from Golden Gate University in 1992.

Robert A. Stewart, age 46, was appointed President, Global Operations on April 27, 2012. As President, Global Operations, Mr. Stewart is responsible for managing Actavis’ Anda, Inc. distribution business, in addition to Global Operations. He had served as Executive Vice President, Global Operations, since August 2010. He joined Actavis in November 2009 as Senior Vice President, Global Operations. Prior to joining Actavis, Mr. Stewart held various positions with Abbott Laboratories, Inc. from 2002 until 2009 where he most recently served as Divisional Vice President, Global Supply Chain. From 2005 until 2008, he served as Divisional Vice President, Quality Assurance and prior to this position served as Divisional Vice President for U.S./Puerto Rico and Latin America Plant Operations as well as Director of Operations for Abbott’s Whippany plant. Prior to joining Abbott Laboratories, Inc., he worked for Knoll Pharmaceutical Company from 1995 to 2001 and Hoffman La-Roche Inc. Mr. Stewart received B.S. degrees in Business Management / Finance in 1994 from Fairleigh Dickinson University.

James C. D’Arecca, age 43, has served as Chief Accounting Officer of Actavis plc since August 7, 2013. Prior to joining Actavis, Mr. D’Arecca held a similar position at Bausch & Lomb. Prior to joining Bausch & Lomb, Mr. D’Arecca worked for Merck & Co., Inc. where he was Executive Director and Business Development Controller responsible for being the primary liaison between the Controller’s organization and the business development and corporate licensing functions. Prior to joining Merck, Mr. D’Arecca was Executive Director and Assistant Controller at Schering-Plough. Mr. D’Arecca also spent 13 years with PricewaterhouseCoopers as a Certified Public Accountant. Mr. D’Arecca received his MBA from Columbia University and his BS in Accounting from Rutgers University.

There are no family relationships between any director and executive officer of the Company. The compensation arrangements in effect for each of Messrs. Stewart, Joyce and D’Arecca were unaffected by the aforementioned appointments.

Immediately after the First Effective Time, Messrs. Saunders and Coughlin and Dr. Basgoz were elected to the board of directors of Actavis pursuant to the terms of the Merger Agreement, which provides that Actavis will take all action necessary to elect Mr. Saunders and two other Forest directors to the Actavis board of directors.

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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Following the effective time of the Second Merger, as contemplated by the Merger Agreement, the certificate of formation and limited liability company agreement of Merger Sub 2 became the certificate of formation and limited liability company agreement of the surviving entity. The certificate of formation and limited liability company agreement of Merger Sub 2 are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 8.01. Other Events.

On July 1, 2014, Forest and Actavis issued a joint press release announcing the completion of the Mergers, which is attached as Exhibit 99.1 hereto, and is incorporated into this report by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
3.1	Certificate of Formation of Tango Merger Sub 2 LLC.
3.2	Limited Liability Company Agreement of Forest Laboratories, LLC.
10.1	Second Amendment to Employment Agreement, dated June 30, 2014, between Forest and Brenton L. Saunders.
10.2	Second Amendment to Employment Agreement, dated June 30, 2014, between Forest and Karen Ling.
10.3	2007 Equity Incentive Plan of Forest Laboratories, Inc., as amended (incorporated by reference to Forest’s Current Report on Form 8-K (Commission File No. 1-5438) filed on August 21, 2013).
10.4	Form of Employee Stock Unit Agreement (Time-Based) under the 2007 Equity Incentive Plan of Forest Laboratories, Inc. (incorporated by reference to Forest’s Annual Report on Form 10-K (Commission File No. 1-5438) for the fiscal year ended March 31, 2012).
99.1	Press release issued by Forest Laboratories, Inc. and Actavis plc on July 1, 2014 announcing the completion of the Mergers.

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FOREST LABORATORIES, LLC
Date: July 2, 2014
	/s/ A. Robert D. Bailey
	Name:	A. Robert D. Bailey
	Title:	Chief Legal Officer and Corporate Secretary

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EXHIBIT INDEX

Exhibit	Description
3.1	Certificate of Formation of Tango Merger Sub 2 LLC.
3.2	Limited Liability Company Agreement of Forest Laboratories, LLC.
10.1	Second Amendment to Employment Agreement, dated June 30, 2014, between Forest and Brenton L. Saunders.
10.2	Second Amendment to Employment Agreement, dated June 30, 2014, between Forest and Karen Ling.
10.3	2007 Equity Incentive Plan of Forest Laboratories, Inc., as amended (incorporated by reference to Forest’s Current Report on Form 8-K (Commission File No. 1-5438) filed on August 21, 2013).
10.4	Form of Employee Stock Unit Agreement (Time-Based) under the 2007 Equity Incentive Plan of Forest Laboratories, Inc. (incorporated by reference to Forest’s Annual Report on Form 10-K (Commission File No. 1-5438) for the fiscal year ended March 31, 2012).
99.1	Press release issued by Forest Laboratories, Inc. and Actavis plc on July 1, 2014 announcing the completion of the Mergers.

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EX-3.1

Exhibit 3.1

CERTIFICATE OF FORMATION

OF

TANGO MERGER SUB 2 LLC

This Certificate of Formation of Tango Merger Sub 2 LLC (the “LLC”), dated February 13, 2014, is being duly executed and filed by Marie-Joe Abi-Nassif, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

FIRST. The name of the limited liability company formed hereby is Tango Merger Sub 2 LLC.

SECOND. The address of the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Marie-Joe Abi-Nassif
Name:	Marie-Joe Abi-Nassif
Title:	Authorized Person

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

FOREST LABORATORIES, LLC,

(f/k/a Tango Merger Sub 2 LLC)

a Delaware limited liability company

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

FOREST LABORATORIES, LLC

(f/k/a Tango Merger Sub 2 LLC)

This Amended and Restated Limited Liability Company Agreement (“Agreement”) is made and declared as of the 1^st day of July, 2014, with respect to the amendment and restatement of the original limited liability agreement of Forest Laboratories, LLC, a Delaware limited liability company, f/k/a Tango Merger Sub 2 LLC (the “Company”) entered into on February 13, 2014.

Formation of Limited Liability Company. The Company, through its authorized representative, was formed on February 13, 2014, pursuant to the provisions of the Delaware Limited Liability Company Act (the “Act”) (as may be amended or succeeded from time to time). The rights and obligations of the parties hereto and the administration of the Company shall be governed by this Agreement and the Act. To the extent this Agreement is inconsistent in any respect with the Act, this Agreement shall control; provided that, if the inconsistency is with a non-waivable provision of the Act, the Act shall control only to the extent necessary to avoid this Agreement being in violation of the Act.

Member. Tango US Holdings Inc., a company incorporated in Delaware (the “Member”), is the sole member of the Company.

Purpose. The purpose of the Company is to engage in any and all lawful businesses or activities and exercise any powers in which a limited liability company may be engaged under applicable law (including, without limitation, the Act).

Name. The name of the Company is “Forest Laboratories, LLC”.

Principal Place of Business; Other Places of Business. The principal place of business of the Company is Morris Corporate Center III, 400 Interpace Parkway, Parsippany, New Jersey 07054. The Company may have such other offices as the Member may designate from time to time.

Designated Agent for Service of Process. The agent for service of process in Delaware as of the effective date of this Agreement is The Corporation Trust Company, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

Term of Company. The Company commenced on the date the Certificate of Formation was properly filed with the Secretary of State of the State of Delaware and shall exist in perpetuity or until its business and affairs are earlier wound up following proper dissolution.

Management of Company. All decisions relating to the business, affairs, and properties of the Company shall be made by the Member in its sole, absolute and unfettered discretion. The Member may appoint one or more officers of the Company using any titles, and may delegate all or some decision-making duties and responsibilities to such persons. Any such officers shall serve at the pleasure of the Member. To the extent delegated by the Member, officers shall have the authority to act on behalf of, bind, and execute and deliver documents in the name and on behalf of the Company. In addition, unless otherwise determined by the Member, any officers so appointed shall have such authority and responsibility as is generally attributable to the holders

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of such offices in corporations incorporated under the laws of the State of Delaware. No delegation of authority hereunder shall cause the Member to cease to be a Member. The Member hereby designates the following individuals as officers of the Company:

Name of Officer	Office
R. Todd Joyce	President
Robert Stewart	Chief Operating Officer
William Meury	Executive Vice President Commercial, North American Brands
David Buchen	Executive Vice President Commercial, North American Generics and International
Robert Bailey	Chief Legal Officer and Corporate Secretary
Karen Ling	Chief Human Resources Officer
James D’Arecca	Vice President, Chief Accounting Officer
Charles Mayr	Chief Communications Officer
Albert Paonessa III	President, Anda, Inc.
Chetna Thanawala	Vice President, Tax
Stephen Kaufhold	Senior Vice President, Treasurer
Sheldon V. Hirt	Senior Vice President, Legal Affairs and Assistant General Counsel, Assistant Secretary
Sigurd Kirk	Senior Vice President, Corporate Business Development

Standards of Conduct. Whenever the Member is required or permitted to make a decision, take or approve an action, or omit to do any of the foregoing, then the Member shall be entitled to consider only such interests and factors, including its own, as it desires, and shall have no duty or obligation to consider any other interests or factors whatsoever. To the extent that the Member has, at law or in equity, duties (including, without limitation, fiduciary duties) to the Company or other person bound by the terms of this Agreement, the Member acting in accordance with this Agreement shall not be liable to the Company or any such other person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties of the Member otherwise existing at law or in equity, replace such other duties to the greatest extent permitted under applicable law.

Limited Liability. Except as otherwise required by any non-waivable provision of the Act or other applicable law, the Member shall not be personally liable in any manner whatsoever for any debt, liability, or other obligation of the Company, whether such debt, liability, or other obligation arises in contract, tort, or otherwise.

Capital Structure; Units. The membership interests of the Company shall be represented by and divided into membership units (the “Units”) having the rights indicated in this Agreement. The Units of each of the members of the Company as of the date hereof are as set forth in Exhibit A attached hereto under the heading “Units”. The Company shall maintain a register of holders of Units setting out the number of Units held by each member of the Company and shall keep such register updated to reflect all new issues, cancellations or transfers in accordance with this Agreement. The capital structure of the Company as of the date hereof shall consist solely of Units, in the number set forth on Exhibit A hereto. The Member may amend Exhibit A to reflect issuances of additional Units, admission of additional members of the Company or other changes in accordance with this Agreement, or to make other amendments to correct typographical or other ministerial errors, or as may be necessary or appropriate, in the good faith determination of the Member, to comply with applicable law.

Uniform Commercial Code Election; Certificates.

1.1 The Company hereby irrevocably elects that each Unit shall constitute and shall remain a “security” (i) within the meaning of (A) Section 8-102(a)(15) of the Uniform Commercial Code as in effect from time to time in the States of Delaware and New York and (B) to the extent permitted under applicable laws, the Uniform Commercial Code of any other

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applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995 and (ii) governed by Article (or Chapter) 8 of any such Uniform Commercial Code applicable thereto. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the Uniform Commercial Code as in effect in the State of Delaware (6 Del C. § 8 101, et. seq.) (the “UCC”), such provision of Article 8 of the UCC shall be controlling.

1.1.1 Upon the issuance of any Units to any individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof) (each, a “Person”) in accordance with the provisions of this Agreement, without any further act, vote or approval of any member of the Company, the Member or any Person, the Company may issue one or more non-negotiable certificates in the name of such Person substantially in the form of Exhibit B hereto (a “Certificate”), which evidences the ownership of such Unit of such Person. Each such Certificate shall be denominated in terms of the number of Units evidenced by such Certificate and shall be signed by an Officer on behalf of the Company. All such Certificates shall bear the following legend: “THIS CERTIFICATE EVIDENCES UNITS REPRESENTING A MEMBERSHIP INTEREST IN FOREST LABORATORIES, LLC AND SHALL BE A SECURITY WITHIN THE MEANING OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.”

1.1.2 Any outstanding Certificate issued by the Company prior to the date hereof shall remain in full force and effect and is hereby ratified and approved in every respect.

1.1.3 Without any further act, vote or approval of the Member or any Person, the Company shall issue a new Certificate in place of any Certificate previously issued if the holder of the Units represented by such Certificate:

(a) makes proof by affidavit, in form and substance reasonably satisfactory to the Company, that such previously issued Certificate has been lost, stolen or destroyed, provided that such affidavit shall include a reasonable indemnity by such holder in favor of the Company with respect to claims that may be made on account of the alleged loss, destruction or theft of such previously issued Certificate;

(b) requests the issuance of a new Certificate before the Company has notice that such previously issued Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; and

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(c) satisfies any other reasonable requirements imposed by the Company (for the avoidance of doubt, a requirement to post a bond is deemed to be not reasonable).

1.1.4 Upon a transfer by a member of the Company in accordance with the provisions of this Agreement of any or all Units represented by a Certificate, the transferee of such Units shall deliver such Certificate to the Company for cancellation (executed by such transferee on the reverse side thereof), and the Company shall thereupon issue a new Certificate to such transferee for that number of Units in the Company being transferred and, if applicable, cause to be issued to such member a new Certificate for that number of Units that was represented by the canceled Certificate and that is not being transferred.

2. Transfer of Units.

2.1 The Units shall be transferable in whole or in part, either voluntarily or by operation of law. Each member may at any time and from time to time sell, assign, convey, exchange, mortgage, pledge, grant security interests in and to and liens upon, and otherwise dispose of or transfer, all or any portion of such member’s Units. Upon any transfer of all or any portion of any member’s Units, the transferee thereof shall become a member of the Company upon completion of such transfer without, in any case, the approval or consent of, or any further action on the part of, the Company, any of the other members or any other person or persons; and such transferee shall acquire, to the extent of all or that portion of the Units so transferred, all of the rights, title and interests of a member in the Company, including all of the rights and obligations of a member of the Company under this Agreement, without, in any such case, the approval or consent of, or any further action on the part of, the Company, any of the other members or any other person or persons.

2.2 Without limiting any of the foregoing, upon any sale, disposition or other transfer by any pledgee or other secured party or lienholder of all or any portion of any member’s Units pursuant to the exercise of foreclosure rights or any other rights or remedies as secured party under or in respect of any pledge of, or any grant of security interests or other liens on, all or any portion of the Units so transferred, any transferee thereof shall, upon completion of such transfer, become a member of the Company and shall acquire, to the extent of all or that portion of the Units so transferred, all of the rights, title and interests of a member in the Company, including all of the rights and obligations of a member of the Company under this Agreement, without, in any such case, the approval or consent of, or any further action on the part of, the Company, any of the other members or any other person or persons.

2.3 For the avoidance of doubt, following the transfer of all of the Member’s Units, the transferee shall become the Member and all references to the “Member” contained herein shall be deemed to refer to such transferee.

4

Contributions. The capital contributions of the Member are reflected on the books and records of the Company.

Distributions. Each distribution of cash or other property by the Company shall be made 100% to the Member. Each item of income, gain, loss, deduction, credit, and other tax items of the Company shall be allocated 100% to the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate the Act or other applicable law.

Indemnification. To the fullest extent permitted by applicable law, a Covered Person (as defined below) shall be entitled to indemnification from the Company for any loss, damage, or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person (including alleged breaches of fiduciary duty) in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage, or claim incurred by such Covered Person by reason of fraud, gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that the Member shall have no liability with respect to such indemnity. “Covered Person” means the Member, a manager, an officer of the Company, a person to whom the Member or manager duly delegates management responsibilities, an affiliate or an employee or agent of such persons.

Dissolution and Winding Up. The Company shall dissolve and its business and affairs shall be wound up (i) pursuant to a written instrument executed by the Member, (ii) at any time there are no members of the Company, unless the Company is continued in accordance with the Act, or (iii) when required by a decree of judicial dissolution entered under Section 18-802 of the Act. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the property of the Company in an orderly manner), and the property of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

Amendments. This Agreement may be amended or modified from time to time only by a written instrument executed by the Member.

Governing Law. The validity and enforceability of this Agreement shall be governed by and construed in accordance with the laws of Delaware without regard to other principles of conflicts of law.

Severability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

5

(Signature Page Follows)

6

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement effective as of the above stated date.

SOLE MEMBER: TANGO US HOLDINGS INC., a Deleware company
By:	/s/ David A. Buchen
	David A. Buchen
	Executive Vice President Commercial, North American Generics and International
COMPANY: FOREST LABORATORIES, LLC, a Delaware limited liability company
By:	/s/ David A. Buchen
	David A. Buchen
	Executive Vice President Commercial, North American Generics and International

[Signature Page to A&R Limited Liability Company Agreement ]

Exhibit A

UNITS

Effective as of February 13, 2014:

Members	Units
Tango US Holdings Inc.		100
Member Totals:		100

Exhibit B

FORM OF UNIT CERTIFICATE

(attached)

EX-10.1

Exhibit 10.1

EXECUTION VERSION

SECOND AMENDMENT TO

EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of June 30, 2014 (this “Amendment”), is entered into by and between Forest Laboratories, Inc., a Delaware corporation, and Brenton L. Saunders (the “Executive”).

WHEREAS, the Company and the Executive are parties to that certain Employment Agreement, dated as of October 1, 2013 and amended as of February 16, 2014, by and between the Company and the Executive (the “Employment Agreement”); and

WHEREAS, the Compensation Committee of the Board of Directors of the Company has determined that it is in the best interests of the Company and its stockholders to enter into this Amendment in order to ensure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat, or occurrence of a Change of Control (as defined in the Employment Agreement) of the Company.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Certain Reductions of Payments. Section 9 of the Employment Agreement is hereby amended and restated in its entirety to read as follows:

9. Certain Reductions of Payments.

(a) Reduced Amount. Anything in this Agreement to the contrary notwithstanding, in the event that the Accounting Firm (as defined in Section 9(e)) shall determine that receipt of all Payments (as defined in Section 9(e)) would subject the Executive to tax under Section 4999 of the Code, the Accounting Firm shall determine whether some amount of Payments meets the definition of “Reduced Amount” (as defined in Section 9(e)). If the Accounting Firm determines that there is a Reduced Amount, then the aggregate Payments shall be reduced to such Reduced Amount.

(b) Determinations. If the Accounting Firm determines that the aggregate Payments should be reduced to the Reduced Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof, and the Executive may then elect, in his or her sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as after such election the Present Value (as defined in Section 9(e)) of the aggregate Payments equals the Reduced Amount); provided that the Executive shall not be permitted to elect to reduce any Payment that constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, and shall advise the Company in writing of his or her election within ten days of his or her receipt of notice. If no such election is made by the Executive within such ten-day period or

if the election made by the Executive within such ten-day period does not sufficiently reduce the Payments to the Reduced Amount, the Company shall reduce the Payments (or, the remaining Payments) in the following order: (1) by reducing amounts payable pursuant to Section 6(a)(i)(B) of the Agreement (and, to the extent applicable, Section 6(a)(i)(A)(2) of the Agreement), then (2) by reducing payments payable in respect of equity awards subject to performance-based vesting criteria, then (3) by reducing amounts payable pursuant to Section 6(a)(ii) of the Agreement, then (4) by reducing amounts payable pursuant to Section 6(a)(iii) of the Agreement, then (5) by reducing amounts payable pursuant to Section 6(a)(iv) of the Agreement, and then (6) by reducing payments payable in respect of equity awards subject to time-based vesting criteria. All determinations made by the Accounting Firm under this Section 9 shall be binding upon the Company and the Executive and shall be made within 60 days of the Executive’s Date of Termination. In connection with making determinations under this Section 9, the Accounting Firm shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change of Control, including any noncompetition provisions that may apply to the Executive and the Company shall cooperate in the valuation of any such services, including any noncompetition provisions.

(c) Overpayments; Underpayments. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments will have been made by the Company that should not have been made (“Overpayment”) or that additional Payments that will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive that the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company together with interest at the Applicable Federal Rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such repayment shall be required if and to the extent such payment would not either reduce the amount on which the Executive is subject to taxation under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the Applicable Federal Rate provided for in Section 7872(f)(2) of the Code.

(d) Fees and Expenses. All fees and expenses of the Accounting Firm in implementing the provisions of this Section 9 shall be borne by the Company.

(e) Certain Definitions. The following terms shall have the following meanings for purposes of this Agreement:

(i) A “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise;

(ii) “Net After-Tax Receipt” shall mean the Present Value of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1, 3121 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to the Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Executive shall certify, in the Executive’s sole discretion, as likely to apply to the Executive in the relevant tax year(s);

(iv) “Accounting Firm” shall mean Golden Parachute Tax Solutions LLC or such other nationally recognized certified public accounting firm as may be designated by the Executive;

(v) “Present Value” of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code will apply to such Payment; and

(vi) “Reduced Amount” shall mean the amount of Payments that (x) has a Present Value that is less than the Present Value of all Payments and (y) results in aggregate Net After-Tax Receipts for all Payments that are greater than the Net After-Tax Receipts for all Payments that would result if the aggregate Present Value of Payments were any other amount that is less than the Present Value of all Payments.

2. Miscellaneous.

(a) Full Force and Effect. Except as expressly amended by this Amendment, all terms and conditions of the Employment Agreement shall remain in full force and effect.

(b) Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws.

(c) Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment, effective as of the date first written above.

FOREST LABORATORIES, INC.
By:	/s/ Karen L. Ling
Name:	Karen L. Ling
Title:	Senior Vice President—Chief Human Resources Officer
EXECUTIVE
/s/ Brenton L. Saunders
Brenton L. Saunders

[Signature Page to Saunders Amendment to Employment Agreement]

EX-10.2

Exhibit 10.2

EXECUTION VERSION

SECOND AMENDMENT TO

EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of June 30, 2014 (this “Amendment”), is entered into by and between Forest Laboratories, Inc., a Delaware corporation, and Karen L. Ling (the “Executive”).

WHEREAS, the Company and the Executive are parties to that certain Employment Agreement, dated as of February 7, 2014 and amended as of February 16, 2014, by and between the Company and the Executive (the “Employment Agreement”); and

WHEREAS, the Compensation Committee of the Board of Directors of the Company has determined that it is in the best interests of the Company and its stockholders to enter into this Amendment in order to ensure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat, or occurrence of a Change of Control (as defined in the Employment Agreement) of the Company.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Certain Reductions of Payments. Section 9 of the Employment Agreement is hereby amended and restated in its entirety to read as follows:

9. Certain Reductions of Payments.

(a) Reduced Amount. Anything in this Agreement to the contrary notwithstanding, in the event that the Accounting Firm (as defined in Section 9(e)) shall determine that receipt of all Payments (as defined in Section 9(e)) would subject the Executive to tax under Section 4999 of the Code, the Accounting Firm shall determine whether some amount of Payments meets the definition of “Reduced Amount” (as defined in Section 9(e)). If the Accounting Firm determines that there is a Reduced Amount, then the aggregate Payments shall be reduced to such Reduced Amount.

(b) Determinations. If the Accounting Firm determines that the aggregate Payments should be reduced to the Reduced Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof, and the Executive may then elect, in his or her sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as after such election the Present Value (as defined in Section 9(e)) of the aggregate Payments equals the Reduced Amount); provided that the Executive shall not be permitted to elect to reduce any Payment that constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, and shall advise the Company in writing of his or her election within ten days of his or her receipt of notice. If no such election is made by the Executive within such ten-day period or

if the election made by the Executive within such ten-day period does not sufficiently reduce the Payments to the Reduced Amount, the Company shall reduce the Payments (or, the remaining Payments) in the following order: (1) by reducing amounts payable pursuant to Section 6(a)(i)(B) of the Agreement (and, to the extent applicable, Section 6(a)(i)(A)(2) of the Agreement), then (2) by reducing payments payable in respect of equity awards subject to performance-based vesting criteria, then (3) by reducing amounts payable pursuant to Section 6(a)(ii) of the Agreement, then (4) by reducing amounts payable pursuant to Section 6(a)(iii) of the Agreement, then (5) by reducing amounts payable pursuant to Section 6(a)(iv) of the Agreement, and then (6) by reducing payments payable in respect of equity awards subject to time-based vesting criteria. All determinations made by the Accounting Firm under this Section 9 shall be binding upon the Company and the Executive and shall be made within 60 days of the Executive’s Date of Termination. In connection with making determinations under this Section 9, the Accounting Firm shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change of Control, including any noncompetition provisions that may apply to the Executive and the Company shall cooperate in the valuation of any such services, including any noncompetition provisions.

(c) Overpayments; Underpayments. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments will have been made by the Company that should not have been made (“Overpayment”) or that additional Payments that will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive that the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company together with interest at the Applicable Federal Rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such repayment shall be required if and to the extent such payment would not either reduce the amount on which the Executive is subject to taxation under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the Applicable Federal Rate provided for in Section 7872(f)(2) of the Code.

(d) Fees and Expenses. All fees and expenses of the Accounting Firm in implementing the provisions of this Section 9 shall be borne by the Company.

(e) Certain Definitions. The following terms shall have the following meanings for purposes of this Agreement:

(i) A “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise;

(ii) “Net After-Tax Receipt” shall mean the Present Value of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1, 3121 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to the Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Executive shall certify, in the Executive’s sole discretion, as likely to apply to the Executive in the relevant tax year(s);

(iv) “Accounting Firm” shall mean Golden Parachute Tax Solutions LLC or such other nationally recognized certified public accounting firm as may be designated by the Executive;

(v) “Present Value” of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code will apply to such Payment; and

(vi) “Reduced Amount” shall mean the amount of Payments that (x) has a Present Value that is less than the Present Value of all Payments and (y) results in aggregate Net After-Tax Receipts for all Payments that are greater than the Net After-Tax Receipts for all Payments that would result if the aggregate Present Value of Payments were any other amount that is less than the Present Value of all Payments.

2. Miscellaneous.

(a) Full Force and Effect. Except as expressly amended by this Amendment, all terms and conditions of the Employment Agreement shall remain in full force and effect.

(b) Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws.

(c) Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment, effective as of the date first written above.

FOREST LABORATORIES, INC.
By:	/s/ A. Robert D. Bailey
Name:	A. Robert D. Bailey
Title:	Senior Vice President-Chief Legal Officer, General Counsel and Corporate Secretary
EXECUTIVE
/s/ Karen L. Ling
Karen L. Ling

[Signature Page to Ling Amendment to Employment Agreement]

EX-99.1

Exhibit 99.1

NEWS RELEASE

CONTACTS:	Investors:
	Lisa DeFrancesco
	(862) 261-7152
	Media:
	Charlie Mayr
	(862) 261-8030
	David Belian
	(862) 261-8141

Actavis Completes Forest Laboratories Acquisition

– Creates an Innovative New Model in Specialty Pharmaceuticals Leadership –

– $15.0 Billion Anticipated Pro Forma Combined Revenue –

– Establishes Blockbuster Franchises in CNS, Gastroenterology, Women’s Health, Urology and Cardiovascular Therapeutic Categories –

– Expands Development-Focused Brand and Generic Pipeline –

DUBLIN, IRELAND – July 1, 2014 – Actavis plc (NYSE: ACT) today announced that it has completed the acquisition of Forest Laboratories, Inc. (NYSE: FRX) in a cash and equity transaction currently valued at approximately $28 billion. The combination creates one of the world’s fastest-growing specialty pharmaceutical companies, with annual revenues of more than $15 billion anticipated for 2015.

In conjunction with the close of the acquisition, Paul Bisaro, formerly Chairman and CEO of Actavis, has been named to the position of Executive Chairman of Actavis; Brent Saunders, formerly CEO and President of Forest, has been named CEO and President of Actavis; Robert Stewart, formerly President, Global Operations for Actavis, has been named Chief Operating Officer; Bill Meury, formerly Executive Vice President, Sales and Marketing for Forest, has been named Executive Vice President Commercial, North American Brands; and David Buchen, formerly Actavis’ Chief Legal Officer, has been named Executive Vice President Commercial, North American Generics and International.

“The combination of Actavis and Forest creates an innovative new model for success in the global specialty pharmaceutical industry, built to compete within today’s evolving healthcare landscape,” said Brent Saunders, CEO and President of Actavis. “Our business model is driven by a broad portfolio of strong brand, generic and OTC products, a commitment to development-focused, results oriented research and development and the size and scale needed to efficiently and cost-effectively meet the needs of our global customer base. The new Actavis is uniquely positioned to deliver exceptional long-term financial performance and expand access to pharmaceutical products for patients around the world.

“Actavis’ best-in-class commercial engine is powered by a specialty brand business that is now positioned to compete with the world’s leading pharmaceutical companies, marketing more than 35 products across seven therapeutic market segments and maintaining blockbuster product franchises in five therapeutic categories, as well as a global generics business that remains an industry powerhouse, with operations in approximately 60 countries and a top 10 position in more than 25 markets across the world,” Saunders added.

Supported by our strong commitment to research and development of more than $1 billion annually, as well as our industry-leading global supply chain powered by generic DNA, focused on efficient and cost-effective delivery of the highest quality products with the highest level of customer service, we are positioned to drive continued long-term growth and value for our shareholders, customers and employees. With the acquisition now complete, we will immediately begin executing on our comprehensive integration plans to ensure we are leveraging our strengthened global organization to generate sustainable organic earnings growth from our newly expanded base.”

Financially Compelling Transaction

Actavis continues to expect the transaction to generate double-digit accretion in 2015 and 2016, including approximately $1 billion in operating and tax synergies to be realized within three years following the close. These synergies exclude any additional revenue or manufacturing synergies, and are in addition to standalone synergies announced publicly by Forest as part of its Project Rejuvenate and acquisition of Aptalis. Actavis further expects to generate strong operating cash flow in excess of $4 billion on a pro forma basis for 2015, which would enable the Company to rapidly de-lever the balance sheet.

Review of the Benefits of the Acquisition

The combination of Actavis and Forest creates a new breed of specialty pharmaceutical company, with size and scale, a balanced offering of strong brands and generics, a focus on strategic, lower-risk drug development and a flexible, scalable business model that permits it to adapt quickly to ever-changing industry dynamics and drive sustainable, long-term organic growth. The combined Company begins operations with a defined global management structure, led by a combination of Actavis and Forest senior executives, which has been built to leverage the unique talents across the organization and capitalize on global growth opportunities.

Dramatically Strengthens Actavis’ Specialty Brands Business

The close of the transaction creates a world-class specialty brands business competing across multiple market segments. On a pro forma combined basis for full year 2014, Actavis’ brand pharmaceutical business now includes an approximately $2 billion revenue CNS franchise; Gastroenterology (GI) and Women’s Health franchises valued at approximately $1 billion in revenue each; a Cardiovascular franchise that generates approximately $500 million in revenue; and Urology and Dermatology/Established Brand franchises approaching $500 million a year in revenue each; as well as emerging and sustainable portfolios in the Infectious Disease and Respiratory therapeutic categories.

Delivers an Industry-Leading North American Sales and Marketing Organization

The combined company’s North American sales force has extraordinary marketing reach, with exceptional strength among primary care physicians, gastroenterologists, psychiatrists, cardiologists, neurologists and infectious disease specialists, in addition to its focus on OBGyn’s, urologists and dermatologists. Using its innovative line-call strategy, the sales force is strongly positioned to leverage select products in the legacy Actavis Specialty Brands portfolio to the broader primary care physician base in the United States. Actavis is committed to using smart, focused promotion and a customer-focused sales culture to drive continued growth and ensure all of the Company’s products achieve their full potential.

Further Expands Actavis’ Development-Focused Brand and Generic Pipeline

The new Actavis has one of the strongest development-focused R&D organizations in the pharmaceutical industry, with an emphasis on strategic, innovative development of important durable products that will drive long-term value, and on being the partner of

choice for new and existing development collaborations. The transaction strengthens Actavis’ specialty brands pipeline, with more than 25 products in the near- or mid-term stage of development, including new exclusive product opportunities as well as a robust portfolio of next generation products. Actavis’ innovative specialty brands pipeline now includes 16 product candidates at the Phase III or NDA stages of development, including treatments for Alzheimer’s disease, cardiovascular disease, infectious disease, as well as treatments for Schizophrenia and bipolar disorders, treatments for COPD and an array of Women’s Health conditions. The pending acquisition of Furiex Pharmaceuticals, Inc. is expected to further strengthen the pipeline, with Furiex’s lead development product eluxadoline complementing the Linzess^® and Asacol^®/Delzicol^® franchises to enhance Actavis’ world-class GI business.

The Company’s investment in the development of innovative brand products is complemented by Actavis’ unwavering commitment to invest in its best-in-class generic product development organization, which is a leader in the industry with approximately 220 Abbreviated New Drug Applications (ANDAs) currently filed in the United States, 60 of which are believed to be confirmed as new first-to-file applications, and more than 750 filings across the globe. Actavis has taken significant steps to dramatically enhance its development of generic injectable and inhalation products, and continues to focus on complementing its pipeline of solid oral dosage products with more complex modified-release and other dosage forms.

Senior Leadership Team Built to Maximize Global Generic, Brand Opportunities

Actavis’ new senior management structure brings exceptional pharmaceutical talent that was available from both organizations to drive growth across the larger and more complex combined business. The leadership organization is structured to leverage the unique talents of the executive team across the organization to capitalize on global brand and generic growth opportunities, and to continue its focus on generating long-term, organic double-digit earnings growth.

August 5^th Conference Call and Webcast Information

Actavis plans to more fully discuss the acquisition as part of is second quarter earnings conference call scheduled for August 5, 2014 at 8:30 a.m. Eastern Time. The dial-in number to access the call is U.S./Canada 877-251-7980, or from international locations, 706-643-1573. The Conference ID is 65351447.

A taped replay of the conference call will also be available beginning approximately two hours after the call’s conclusion and will remain available through 12:00 midnight Eastern Time on August 19, 2014. The replay may be accessed by dialing 855-859-2056 and entering Conference ID# 65351447. From international locations, the replay may be accessed by dialing 404-537-3406 and entering the same pass code. To access the webcast, go to Actavis’ Investor Relations Web site at http://ir.actavis.com. A replay of the webcast will also be available.

About Actavis

Actavis plc (NYSE:ACT), headquartered in Dublin, Ireland, is a unique specialty pharmaceutical company focused on developing, manufacturing and commercializing high quality affordable generic and innovative branded pharmaceutical products for patients around the world.

Actavis markets a broad portfolio of branded and generic pharmaceuticals and develops innovative medicines for patients suffering from diseases principally in the central nervous system, gastroenterology, women’s health, urology, cardiovascular, respiratory and anti-infective therapeutic categories. The Company is an industry leader in product research and development, with one of the broadest brand development pipelines in the pharmaceutical industry, and a leading position in the submission of generic product applications. Actavis has commercial operations in more than 60 countries and operates more than 30 manufacturing and distribution facilities around the world.

For more information, visit Actavis’ website at www.actavis.com.

Forward-Looking Statement

Statements contained in this press release that refer to Actavis’ estimated or anticipated future results or other non-historical facts are forward-looking statements that reflect Actavis’ current perspective of existing trends and information as of the date of this release. For instance, any statements in this press release concerning prospects related to Actavis’ strategic initiatives, product introductions and anticipated financial performance are forward-looking statements. It is important to note that Actavis’ goals and expectations are not predictions of actual performance. Actavis’ performance, at times, will differ from its goals and expectations. Actual results may differ materially from Actavis’ current expectations depending upon a number of factors affecting Actavis’ business. These factors include, among others, the inherent uncertainty associated with financial projections; successful integration of the Forest acquisition and the ability to recognize the anticipated synergies and benefits of the Forest acquisition; the difficulty of predicting the timing and outcome of pending or future litigation and government investigations and risks that an adverse outcome in such litigation or investigations could render Actavis liable for substantial damages or penalties; risks that resolution of patent infringement litigation through settlement could result in investigations or actions by private parties or government authorities or agencies; the impact of competitive products and pricing; risks related to fluctuations in foreign currency exchange rates; periodic dependence on a small number of products for a material source of net revenue or income; variability of trade buying patterns; changes in generally accepted accounting principles; risks that the carrying values of assets may be negatively impacted by future events and circumstances; the timing and success of product launches; the difficulty of predicting the timing or outcome of product development efforts and regulatory agency approvals or actions, if any; risks and uncertainties

normally incident to the pharmaceutical industry, including product liability claims and the availability of product liability insurance on reasonable terms; market acceptance of and continued demand for Actavis’ products; difficulties or delays in manufacturing; the availability and pricing of third party sourced products and materials; successful compliance with governmental regulations applicable to Actavis’ facilities, products and/or businesses; changes in the laws and regulations, including Medicare, Medicaid, and similar laws in foreign countries affecting, among other things, pricing and reimbursement of pharmaceutical products and the settlement of patent litigation; and such other risks and uncertainties detailed in Actavis plc’s periodic public filings with the Securities and Exchange Commission, including but not limited to Actavis plc’s Annual Report on Form 10-K for the year ended December 31, 2013, Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 and Current Report on form 8-K filed on May 20, 2014 and from time to time in Actavis’ other investor communications. Except as expressly required by law, Actavis disclaims any intent or obligation to update these forward-looking statements.