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