Warner Chilcott's EGM has approved the proposed takeover of the company by the Waren Acquisition consortium.
Waren has offered a bid of £1.62 billion for the Northern-based pharmaceutical company.
The Warner Chilcott board has backed the 862 pence per share takeover.
The price includes a 3 pence per share interim dividend for the year to the end of September, which will not be paid separately if the deal goes through.
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Warner Chilcott, which specialises in women's health and skin products, is listed in Dublin, London and New York.