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.
Warner Chilcott, which specialises in women's health and skin products, is listed in Dublin, London and New York.
