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 
 

(END) Dow Jones Newswires

May 06, 2020 02:00 ET (06:00 GMT)

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