MIRA INFORM REPORT

Report Date :

22.03.2013

IDENTIFICATION DETAILS

Name :	WATSON PHARMA PRIVATE LIMITED
Registered Office :	21-22, Kalpataru Square, Kondivita Lane, Off Andheri Kurla Road, Andheri (East), Mumbai – 400 059, Maharashtra
Country :	India
Financials (as on) :	31.12.2011
Date of Incorporation :	21.10.2005
Com. Reg. No.:	11-156968
Capital Investment / Paid-up Capital :	Rs.550.025 Millions
CIN No.: [Company Identification No.]	U24230MH2005PTC156968
TAN No.: [Tax Deduction & Collection Account No.]	MUMW02844C
PAN No.: [Permanent Account No.]	AAACW6074D
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer, Importer and Exporter of Drugs and Pharmaceuticals.
No. of Employees :	700 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (54)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 17950000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a subsidiary of Watson Laboratories Inc., USA It is a well established company having a good track record. There appears slight dip in profitability and external borrowing seems to be increasing over a year. However, general financial position seems to be strong. Performance capability is high. Trade relations are reported to be fair. Business is active. Payments are reported to be regular and as per commitment. The company can be considered for normal business dealings at usual trade terms and condition.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

EXTERNAL AGENCY RATING

Rating Agency Name	FITCH
Rating	BBB (Long Term Rating)
Rating Explanation	The default risk are currently low. The capacity for payment of financial commitment is considered adequate
Date	April 2012

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION PARTED BY

Name :	Mr. Rajesh Sharma
Designation :	Finance Department
Contact No.:	91-22-66886806
Date :	20.03.2013

LOCATIONS

Registered Office :	21-22, Kalpataru Square, Kondivita Lane, Off Andheri Kurla Road, Andheri (East), Mumbai – 400 059, Maharashtra, India
Tel. No.:	91-22-66886700
Fax No.:	91-22-66886799
E-Mail :	rajesh.sharma@watsonpharm.co.in sekhchem@bom3.vsnl.net.in muralidharan.cs@watsonpharma.co.in shivshanker.shenoy@watsonpharm.co.in vishal.kulkarni@watsonpharm.co.in manoj.ehalve@watsopharm.co.in
Website :	www.watson.com
Factory 1 :	Plot No. A/3 to a/6, Phase I/A, Verna Industrial Estate, Salcette, Goa – 403 173, India
Factory 2 :	Plot No.15, MIDC, Additional Ambernath Anand Nagar, Ambernath (East), Maharashtra, India

DIRECTORS

AS ON 25.06.2012

Name :	Mr. David Adam Irving Buchen
Designation :	Director
Address :	1967, LA France Avenue, South Pasadena, California – 91030, United States of America
Date of Birth/Age :	22.06.1964
Date of Appointment :	21.10.2005
DIN No.:	00839184
Name :	Patrick Gerard Brunner
Designation :	Director
Address :	10231, Key Plum ST, Plantation, Florida – 333248265, United States of America
Date of Birth/Age :	13.06.1963
Date of Appointment :	20.05.2010
DIN No.:	03024470
Name :	Mr. Muralidharan Sundaresan Chinnadharavaram
Designation :	Director
Address :	302 B Wing, Avalon Building, Hirenandani Garden, Powai, Mumbai – 400 076, Maharashtra, India
Date of Birth/Age :	05.02.1963
Date of Appointment :	20.05.2010
DIN No.:	00014740
Name :	Ronald Jefferey Morrod
Designation :	Managing Director
Address :	Hotel Leela Kempinski, Sahar Road, Mumbai – 400 059, Maharashtra, India
Date of Birth/Age :	20.06.1957
Date of Appointment :	03.08.2010
DIN No.:	03139797
Name :	Francois Andre Menard
Designation :	Director
Address :	12 Governor, Dr. Basking Ridge NJ, New Jersey 07920, United States of America
Date of Birth/Age :	02.04.1959
Date of Appointment :	03.08.2010
DIN No.:	03081831
Name :	Mr. Chandrashekhar Gopal Kaluskar
Designation :	Director
Address :	25/2A, Ramkrishna Nagar, Highway, Thane – 400 604, Maharashtra, India
Date of Birth/Age :	29.02.1952
Date of Appointment :	23.05.2011
DIN No.:	03511089
Name :	Mr. Jayant Shyam Sunder Bapna
Designation :	Director
Address :	6 Cutler CT, Suffern, New York 10901, United States of America
Date of Birth/Age :	17.07.1958
Date of Appointment :	23.05.2011
DIN No.:	03511093
Name :	Mr. Robert Allan Stewart
Designation :	Director
Address :	Heritage Village VIII, 4 Quail Run BLK 47.02 LT 1.02 Randolph New Jersey - 07869, United States of America
Date of Birth/Age :	03.05.1967
Date of Appointment :	23.05.2011
DIN No.:	03515778
Name :	Mr. Philip Abraham Biju
Designation :	Director
Address :	Supreme Mill Tower, Flat 204, Alto Monte, Margao – 403 601, Goa, India
Date of Birth/Age :	04.11.1969
Date of Appointment :	23.05.2011
DIN No.:	03515838

KEY EXECUTIVES

Name :	Mr. Rajesh Sharma
Designation :	Finance Department

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 25.06.2012

Names of Shareholders	No. of Shares
Watson Laboratories Inc, USA	55002460
Watson Pharma Inc, Parsippany	1
TOTAL	55002461

AS ON 25.06.2012

Equity Shares Break Up	Percentage of Holding
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	100
TOTAL	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer, Importer and Exporter of Drugs and Pharmaceuticals.

Products :

Item Code No.	Product Description
2942 00 90	Imiquimod Bulk Drug
3004 90 69	Carisoprodol Tablets
3004 90 39	Minocycline Capsules
3004 39 12	Other – Prednisone Tablets
3004 90 71	Other – Lisinopril Tablets

Exports :

Products :

Finished Goods

Countries :

• European Countries
• Germany
• Italy

Imports :

Products :

Raw Materials

Countries :

• European Countries

Terms :

Selling :

Cash, Credit

Purchasing :

Cash, Credit

PRODUCTION STATUS (AS ON : 31.12.2011)

Particulars	Unit	Installed Capacity	Actual Production
Drugs and Pharmaceuticals
Active Pharmaceutical Ingredients	Tones	112	86
Formulations – Tablets and Capsules	Million Nos.	3000	2855

*Licensed Capacity is not applicable as industrial licensing has been abolished in respect of these products vide Notification No. SO-477(E) dated 25th July, 1991 as amended vide Press Release Note No. 4 of the 1994 series dated 25th October, 1994 issued by the Department of Industrial Development, Ministry of Industry, Government of India

'@Installed Capacity (Active Pharmaceutical Ingredients at Ambernath plant on triple shift basis, Formulations at Goa plant on triple shift basis and Formulations at Ambernath plant on single shift basis) being a technical matter, is certified by the management and relied upon by the auditors.

GENERAL INFORMATION

Customers :	Wholesalers, End Users and Industries
No. of Employees :	700 (Approximately)
Bankers :	v ABN Amro Bank, Branch Fort, Mumbai, Maharashtra, India v HDFC Bank Limited, HDFC Bank House Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013, Maharashtra, India Tel No.:- 91-22-66521308 v Standard Chartered Bank, Mumbai Branch, 90 MG Road, Mumbai – 400001, Maharashtra, India Tel No.:- 91-22-67355540

Banking Relations :	--
Auditors :
Name :	Lovelock and Lewes Chartered Accountants
Address :	552, Veer Savarkar Marg, Shivaji Park, Dadar, Mumbai – 400 028, Maharashtra, India
PAN No.:	AABFL5878L
Ultimate Holding Company :	Watson Pharmaceuticals, Inc., USA
Holding Company :	Watson Laboratories, Inc., USA
Fellow Subsidiaries :	Arrow Farmaceutica, Brazil Arrow International Limited, Malta Arrow No. 7 Limited, UK Arrow Pharma (Malta) Limited, Malta Cobalt Pharmaceuticals Inc., Canada

CAPITAL STRUCTURE

AS ON 31.12.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
75000000	Equity Shares	Rs.10/- each	Rs. 750.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
55002461	Equity Shares	Rs.10/- each	Rs. 550.025 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.12.2011	31.12.2010	31.12.2009
SHAREHOLDERS FUNDS
1] Share Capital		550.025	550.025	550.025
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		3939.669	3496.194	2840.105
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		4489.694	4046.219	3390.130
LOAN FUNDS
1] Secured Loans		0.000	0.000	75.024
2] Unsecured Loans		1090.386	911.000	937.800
TOTAL BORROWING		1090.386	911.000	1012.824
DEFERRED TAX LIABILITIES		196.111	297.753	244.208
TOTAL		5776.191	5254.972	4647.162
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		2811.293	2991.737	2364.651
Capital work-in-progress		575.048	102.923	488.221
INVESTMENT		50.238	50.002	0.002
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	1766.609	1028.204	1349.350
	Sundry Debtors	296.462	456.415	441.886
	Cash & Bank Balances	591.701	400.327	90.317
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	691.434	727.996	640.426
Total Current Assets		3346.206	2612.942	2521.979
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	965.168	448.885	689.390
	Other Current Liabilities	17.711	17.317	29.987
	Provisions	23.715	36.430	8.314
Total Current Liabilities		1006.594	502.632	727.691
Net Current Assets		2339.612	2110.310	1794.288
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		5776.191	5254.972	4647.162

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.12.2011	31.12.2010	31.12.2009
	SALES
		Income	5453.652	4975.116	3697.155
		Other Income
		TOTAL (A)	5453.652	4975.116	3697.155
Less	EXPENSES
		Office Expenses	4485.290	3822.863	2529.993
		Administrative Expenses
		Advertising Expenses
		TOTAL (B)	4485.290	3822.863	2529.993
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		968.362	1152.253	1167.162
Less	FINANCIAL EXPENSES (D)		13.473	12.946	17.475
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		954.889	1139.307	1149.687
Less/ Add	DEPRECIATION/ AMORTISATION (F)		322.128	287.531	244.631
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		632.761	851.776	905.056
	Prior Period Items		30.616	0.000	0.000
Less	TAX (H)		158.670	195.687	137.599
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		443.475	656.089	767.457
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1688.202	1032.113	264.656
	BALANCE CARRIED TO THE B/S		2131.677	1688.202	1032.113
	EARNINGS IN FOREIGN CURRENCY
		FOB Value of Exports	NA	3715.991	2662.943
		Freight and Insurance	NA	6.085	6.486
		Income from Products Development Activities	NA	1002.310	597.122
		Recovery towards Manufacturing Site Transfer Activities	NA	174.026	195.459
		License Fees	NA	10.138	1.440
		Exchange Gain (Net)	NA	12.427	67.356
	TOTAL EARNINGS		NA	4920.977	3530.806
	IMPORTS
		Raw Materials	NA	1842.562	1771.963
		Capital Goods	NA	186.797	273.132
		Stores	NA	72.402	23.104
	TOTAL IMPORTS		NA	2101.761	2068.199
	Earnings Per Share (Rs.)		8.06	11.93	13.95

KEY RATIOS

PARTICULARS		31.12.2011	31.12.2010	31.12.2009
PAT / Total Income	(%)	8.13	13.19	20.76
Return on Total Assets (PBT/Total Assets}	(%)	10.28	15.20	18.52
Return on Investment (ROI) (PBT/Networth)		0.14	0.21	0.27
Debt Equity Ratio (Total Debt /Networth)		0.24	0.23	0.30
Current Ratio (Current Asset/Current Liability)		3.32	5.20	3.47

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	Yes
9]	Name of person contacted	Yes
10]	Designation of contact person	Yes
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	-----
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	Yes
20]	Export / Import details (if applicable)	Yes
21]	Market information	-----
22]	Litigations that the firm / promoter involved in	-----
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	-----
26]	Buyer visit details	-----
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	No
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

FACILITIES

Unsecured Loan	Rs. In Millions 31.12.2011	Rs. In Millions 31.12.2010
Foreign currency loans unsecured
Foreign currency loans others unsecured	1090.386	911.000
TOTAL	1090.386	911.000

SUNDRY CREDITORS DETAILS

(Rs. In Millions)

Particulars	31.12.2011	31.12.2010	31.12.2009
Sundry Creditors
Creditors due small micro enterprises	0.845	2.085	1.282
Creditors due others	964.323	446.800	688.108
TOTAL	965.168	448.885	689.390

NOTE

The registered office of the company has been shifted from 201/301, Corporate Enclave, B.D. Sawant Marg Chakala, Andheri (East), Mumbai – 400 099, Maharashtra to the present address w.e.f. 06.05.2011.

BUSINESS PERFORMANCE

The Company has registered gross revenues of Rs. 5453.652 Millions with Operating Profit (PBIDT) at Rs. 968.362 Millions and Profit after tax of Rs. 443.475 Millions.

MANUFACTURING OPERATIONS

FORMULATION MANUFACTURING

The company has manufactured 2855 million tablets/capsules at Goa site. The site has performed in line with the expectations of the customer (Watson Laboratories Inc) both in terms of cost and service levels.

BULK DRUGS (DRUG SUBSTANCES)

The company is strongly focusing on the development and manufacturing of Active Pharmaceutical Ingredients (API), to meet the objective of being vertical integrated player. The facility expansion undertaken in the past at Ambernath API plant shall contribute towards meeting the above objective.

There was as fire accident in the Intermediate Plant of the Ambernath API Manufacturing Facility on 6th Feb 2012. As per current estimate, the loss due to the said accident amounts to INR 16.6 million in respect of Fixed Assets (Net Block) and INR 9.3 million in respect of Inventories. The Company is in the process of assessing the replacement cost of the assets impacted by the said accident. The Company has filed insurance claim against the above accident. The Company has received INR 20 million as interim insurance settlement from Insurance Company. This event has occurred after the Balance Sheet date and do not have any impact on the financial statement as on 31st December 2011. Since as per Accounting Standard 4 Contingencies and Events Occurring After the Balance Sheet Date, this event does not relate to conditions existing at the Balance Sheet date.

FIXED ASSETS

Intangible Assets:

• Technical know-how
• Computer Software
• Others

Tangible Assets:

• Leasehold Land
• Buildings
• Plant and Machinery
• Office Equipments
• Computers
• Laboratory Equipment
• Furniture and Fittings
• Vehicles

WEBSITE DETAILS

NEWS RELEASE

WATSON TO ACQUIRE ACTAVIS GROUP FOR EUR 4.25 BILLION

- Creates 3rd largest global generics company -

- ~$8.0 billion anticipated pro forma combined revenue in 2012 -

- Significantly increases scale of Watson’s ex-U.S. generic business -

- Accelerates revenue and earnings growth -

- Immediately accretive to non-GAAP earnings, before synergies -

- Greater than $300 million annual synergies anticipated within 3 years -

- Strong combined cash flow allows for rapid pay-down of debt -

- Additional earnout contingent on Actavis 2012 performance –

PARSIPPANY, NJ – April 25, 2012 – Watson Pharmaceuticals, Inc. (NYSE: WPI) and Actavis Group today jointly announced that Watson has entered into a definitive agreement to acquire privately held Actavis for approximately EUR4.25 billion upfront. As a result of this acquisition, Watson will become the third largest global generics company with 2012 anticipated pro forma revenue of approximately $8 billion.

Actavis, which as a stand-alone company was positioned for strong growth, has a commercial presence in more than 40 countries and markets more than 1,000 products globally. Actavis has approximately 300 projects in its development pipeline and manufactured more than 22 billion pharmaceutical doses in 2011. Actavis has more than 10,000 employees worldwide and had 2011 revenues of approximately $2.5 billion.

“The acquisition of Actavis will create the 3rd largest global generics company, substantially completing Watson’s expansion as a leading global generics company. Actavis dramatically enhances our commercial position on a global basis and brings complementary products and capabilities in the United States,” said Paul M. Bisaro, President and CEO of Watson.

“In a single, commercially compelling transaction, we more than double Watson’s international access and strengthen our commercial position in key established European markets as well as exciting emerging growth markets, including Central and Eastern Europe and Russia,” Bisaro continued. “The transaction achieves Watson’s stated strategic objective of expanding and diversifying our business into a truly global company. Once the transaction is completed, approximately 40% of our generic revenues will come from markets outside of the U.S.”

“This transaction is financially compelling, accelerating Watson’s top and bottom-line growth profile for the foreseeable future. It will be immediately accretive to non-GAAP earnings before synergies, and we estimate that annual synergies of greater than $300 million can be achieved within three years. Between now and closing, we will work closely with Actavis’ management to prepare for a rapid and seamless integration so that Watson can maximize the benefits of this acquisition and capitalize on the significant potential to ensure long-term growth for our shareholders.”

“Today marks a milestone in the history of Actavis. For two years I have had the pleasure of working together with the newly formed Actavis management team and our stakeholders who have led the company into a new phase,” said Claudio Albrecht, Executive Chairman and CEO of Actavis. “We have successfully placed Actavis in a strong position to meet the future growth opportunities in the generic pharmaceutical industry.”

“Building on this strong foundation, the combination of Watson and Actavis will result in a company of the size required to position itself as a strong player in the generic pharmaceutical industry. The two companies are an ideal complementary fit that will enable the combined company to enhance its position among the industry leaders. Additionally, together Watson and Actavis will be well placed in the fast-paced and dynamic biosimilars market,” Albrecht added.

Key Benefits of the Transaction

Commercially Compelling Transaction

Dramatically Enhances Watson’s International Presence

• The acquisition combines two growing, successful and profitable companies into a stronger global player that will benefit from sustainable revenue and earnings growth, and strong cash flow. With this transaction, Watson’s international revenues are expected to increase from approximately 16% of total generic net revenues at the end of 2011 to approximately 40%.

Expanded Global Market Presence

• The combined company will hold a top 3 position in 11 markets and a top 5 market position in 15 markets. The combined company will have commercial operations in more than 40 countries. Actavis’ exceptional global strength, including leading market positions in key established commercial markets and emerging markets in Central and Eastern Europe and Russia, complements Watson’s position in established markets including the UK, France and Australia.

Expanded Portfolio and Pipeline

• The acquisition will expand Watson’s core leadership position in modified release, solid oral dosage and transdermal products into semi-solids, liquids and injectables. The result will be a broader and more diversified global product portfolio, and an expanded development pipeline. When combined the company will have 45 First-to-Files and 30 exclusive First-to-Files in the U.S.

Financially Compelling Transaction

Significantly and Immediately Accretive

• The transaction is expected to be immediately accretive to non-GAAP earnings, before synergies. Including synergies, Watson anticipates the acquisition will be greater than 30% accretive to 2013 Watson non-GAAP EPS, with accretion accelerating in 2014 through organic growth and additional synergies.

Synergies Provide Added Benefits

• Watson expects to achieve annual synergies of $300 million within three years following transaction close, predominantly consisting of SG and A, R and D and corporate cost synergies

• Watson expects additional longer-term cost synergies related to optimizing the supply chain and additional longer-term revenue synergies derived from product launches in new markets. Watson also expects to benefit from a lower pro forma effective tax rate of approximately 28%.

Strong Combined Cash Flow Allows for Rapid Debt Repayment

• Cash flow of the combined business is anticipated to permit Watson to pay down debt quickly to achieve a leverage ratio of below 3.0x debt to adjusted EBITDA in 2013 and approximately 2.0x debt to adjusted EBITDA in 2014. Watson expects to maintain its investment grade rating from all three rating agencies following the close of the transaction.

Additional Capabilities, Global Management/Employee Strength

Strengthens 3rd Party Business

• The combination of Watson’s Specifar Pharmaceuticals third-party business, with Actavis’ MEDIS third-party business will result in the creation of the largest out-licensing company with a broader range of products.

Experienced, International Management Team

• The combination of Watson and Actavis dramatically expands the management expertise necessary to drive international growth in established and emerging markets. Actavis also brings considerable integration experience to the combination, having focused extensively on integration of historical acquisitions since going private in 2007, including consolidating corporate functions, merging CEE and Western Europe operations and implementing project management across the value chain.

Expanded Global Team

• Combined, Watson will have more than 17,000 employees globally. The Company at acquisition close will have approximately 20 manufacturing facilities and more than a dozen R and D centers. With enhanced size and scale, the combined company will be well positioned to capitalize on its commercial, R and D, manufacturing and customer service capabilities.

Transaction Terms

Under the terms of the agreement, Watson will acquire Actavis for approximately EUR4.25 billion. The total consideration will include a cash payment of approximately EUR4.15 billion, as well as the assumption of a maximum of EUR100 million in revolver debt, which is to be repaid at closing.

Actavis stakeholders could also receive additional consideration, contingent upon the company achieving negotiated levels of 2012 results. The contingent payment, if fully earned would result in the delivery of up to 5.5 million shares of Watson common stock. This contingent payment was valued during the negotiations at EUR250 million, based on a per share price of $60, using a Euro to U.S. dollar exchange rate of $1.32. The shares granted, if any, would be issued in 2013.

Watson intends to fund the cash portion of the transaction through a combination of term loan borrowings and the issuance of senior unsecured notes. Watson currently has bridge loan commitments from BofA Merrill Lynch and Wells Fargo Bank, N.A. pending execution of its final financing plans. Watson anticipates that the combined company will generate substantial free cash flow, enabling Watson to pay down debt quickly to below 3.0x debt to adjusted EBITDA by 2013 and to achieve a level of approximately 2.0x debt to adjusted EBITDA in 2014.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs. 54.28
UK Pound	1	Rs. 82.05
Euro	1	Rs. 70.22

INFORMATION DETAILS

Information Gathered by :	PLK
Report Prepared by :	DPT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		54

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.