AbbVie Inc. Rule 2.10 Announcement
06 Maggio 2020 - 8:00AM
UK Regulatory
TIDM0QCV
AbbVie announces amendment to Transaction Agreement
One Allergan director only to join the AbbVie board
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE
OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
NORTH CHICAGO, Illinois, May 5, 2020 -- AbbVie, a research-based global
biopharmaceutical company, today announced that AbbVie, Venice Subsidiary LLC
and Allergan plc ("Allergan") have amended the transaction agreement dated June
25, 2019 between those parties and entered into in connection with the
previously announced proposed acquisition of Allergan by AbbVie by means of a
scheme of arrangement (the "Scheme") under the Irish Companies Act 2014. The
amendment to the Transaction Agreement provides that only one Allergan
director, who is not current Chairman and CEO Brent Saunders, will join the
AbbVie board following the Scheme becoming effective. Allergan's current
Chairman and CEO Brent Saunders has elected not to join the AbbVie board to
provide more flexibility to pursue other opportunities in the sector.
About AbbVie
AbbVie is a global, research-driven biopharmaceutical company committed to
developing innovative advanced therapies for some of the world's most complex
and critical conditions. The company's mission is to use its expertise,
dedicated people and unique approach to innovation to markedly improve
treatments across four primary therapeutic areas: immunology, oncology,
virology and neuroscience. In more than 75 countries, AbbVie employees are
working every day to advance health solutions for people around the world. For
more information about AbbVie, please visit us at www.abbvie.com. Follow
@abbvie on Twitter or view careers on our Facebook or LinkedIn page.
About Allergan plc
Allergan plc, headquartered in Dublin, Ireland, is a global pharmaceutical
leader focused on developing, manufacturing and commercializing branded
pharmaceutical, device, biologic, surgical and regenerative medicine products
for patients around the world. Allergan markets a portfolio of leading brands
and best-in-class products primarily focused on four key therapeutic areas
including medical aesthetics, eye care, central nervous system and
gastroenterology. As part of its approach to delivering innovation for better
patient care, Allergan has built one of the broadest pharmaceutical and device
research and development pipelines in the industry.
With colleagues and commercial operations located in approximately 100
countries, Allergan is committed to working with physicians, healthcare
providers, and patients to deliver innovative and meaningful treatments that
help people around the world live longer, healthier lives every day.
For more information, visit Allergan's website at www.Allergan.com.
Forward-Looking Statements
This announcement contains certain forward-looking statements, including with
respect to the pending acquisition involving AbbVie and Allergan and AbbVie's,
Allergan's and/or the combined group's estimated or anticipated future
business, performance and results of operations and financial condition,
including estimates, forecasts, targets and plans for AbbVie and, following the
acquisition, if completed, the combined group. The words "believe," "expect,"
"anticipate," "project" and similar expressions, among others, generally
identify forward-looking statements. These forward-looking statements are
subject to risks and uncertainties that may cause actual results to differ
materially from those indicated in the forward-looking statements. Such risks
and uncertainties include, but are not limited to, the possibility that the
pending acquisition will not be pursued, failure to obtain necessary regulatory
approvals or required financing or to satisfy any of the other conditions to
the pending acquisition, adverse effects on the market price of AbbVie's shares
of common stock or Allergan's ordinary shares and on AbbVie's or Allergan's
operating results because of a failure to complete the pending acquisition,
failure to realize the expected benefits of the pending acquisition, failure to
promptly and effectively integrate Allergan's businesses, negative effects
relating to the announcement of the pending acquisition or any further
announcements relating to the pending acquisition or the consummation of the
pending acquisition on the market price of AbbVie's shares of common stock or
Allergan's ordinary shares, significant transaction costs and/or unknown or
inestimable liabilities, potential litigation associated with the pending
acquisition, general economic and business conditions that affect the combined
companies following the consummation of the pending acquisition, changes in
global, political, economic, business, competitive, market and regulatory
forces, future exchange and interest rates, changes in tax laws, regulations,
rates and policies, future business acquisitions or disposals and competitive
developments. These forward-looking statements are based on numerous
assumptions and assessments made in light of AbbVie's or, as the case may be,
Allergan's experience and perception of historical trends, current conditions,
business strategies, operating environment, future developments and other
factors it believes appropriate. By their nature, forward-looking statements
involve known and unknown risks and uncertainties because they relate to events
and depend on circumstances that will occur in the future. The factors
described in the context of such forward-looking statements in this
announcement could cause AbbVie's plans with respect to Allergan or AbbVie's or
Allergan's actual results, performance or achievements, industry results and
developments to differ materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the expectations
reflected in such forward-looking statements are reasonable, no assurance can
be given that such expectations will prove to have been correct and persons
reading this announcement are therefore cautioned not to place undue reliance
on these forward-looking statements which speak only as of the date of this
announcement. Additional information about economic, competitive, governmental,
technological and other factors that may affect AbbVie or Allergan is set forth
in AbbVie's and Allergan's periodic public filings with the U.S. Securities and
Exchange Commission, including, but not limited to, AbbVie's and Allergan's
Annual Report on Form 10-K for the year ended December 31, 2019, and, from time
to time, AbbVie's and Allergan's other investor communications, in each case,
the contents of which are not incorporated by reference into, nor do they form
part of, this announcement.
Any forward-looking statements in this announcement are based upon information
available to AbbVie, Allergan and/or their respective board of directors, as
the case may be, as of the date of this announcement and, while believed to be
true when made, may ultimately prove to be incorrect. Subject to any
obligations under applicable law, none of AbbVie, Allergan or any member of
their respective board of directors undertakes any obligation to update any
forward-looking statement whether as a result of new information, future
developments or otherwise, or to conform any forward-looking statement to
actual results, future events, or to changes in expectations. All subsequent
written and oral forward-looking statements attributable to AbbVie, Allergan or
their respective board of directors or any person acting on behalf of any of
them are expressly qualified in their entirety by this paragraph.
Statements Required by Irish Takeover Rules
The directors of AbbVie accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the directors of
AbbVie (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.
Any holder of 1% or more of any class of relevant securities of Allergan plc or
AbbVie Inc. may have disclosure obligations under Rule 8.3 of the Irish
Takeover Panel Act, 1997, Takeover Rules 2013.
SOURCE AbbVie
CONTACT: Media: Adelle Infante, (847) 938-8745, Investors: Liz Shea, (847)
935-2211
END
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May 06, 2020 02:00 ET (06:00 GMT)
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