DUBLIN, and SOUTH SAN FRANCISCO, Calif., Oct. 19, 2016 /PRNewswire/ -- Allergan plc
(NYSE: AGN), a leading global pharmaceutical company, and Tobira
Therapeutics, Inc. (NASDAQ: TBRA), a clinical-stage
biopharmaceutical company focused on developing and commercializing
therapies for non-alcoholic steatohepatitis (NASH) and other liver
diseases, today announced that the U.S. Federal Trade Commission
("FTC") has granted early termination of the waiting period under
the Hart-Scott Rodino Antitrust Improvements Act of 1976, as
amended ("HSR"), with respect to Allergan's pending acquisition of
Tobira.
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The early termination of the HSR waiting period satisfies one of
the conditions to the closing of the pending acquisition, which
remains subject to other customary closing conditions. Both
companies expect the transaction to be completed by the end of
2016.
About Allergan plc
Allergan plc (NYSE: AGN), headquartered in Dublin, Ireland, is a bold, global
pharmaceutical company and a leader in a new industry model –
Growth Pharma. Allergan is focused on developing,
manufacturing and commercializing branded pharmaceuticals, devices
and biologic products for patients around the world.
Allergan markets a portfolio of leading brands and best-in-class
products for the central nervous system, eye care, medical
aesthetics and dermatology, gastroenterology, women's health,
urology and anti-infective therapeutic categories.
Allergan is an industry leader in Open Science, the Company's
R&D model, which defines our approach to identifying and
developing game-changing ideas and innovation for better patient
care. This approach has led to Allergan building one of the
broadest development pipelines in the pharmaceutical industry with
70+ mid-to-late stage pipeline programs in development.
Our Company's success is powered by our more than 15,000 global
colleagues' commitment to being Bold for Life. Together, we build
bridges, power ideas, act fast and drive results for our customers
and patients around the world by always doing what it is right.
With commercial operations 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 healthier lives
every day.
For more information, visit Allergan's website at
www.Allergan.com.
About Tobira Therapeutics
Tobira is a clinical-stage biopharmaceutical company focused on
the development and commercialization of therapies for
non-alcoholic steatohepatitis (NASH) and other liver diseases. The
company's lead product candidate, cenicriviroc (CVC), is a
first-in-class immunomodulator and dual inhibitor of CCR2 and CCR5
in late-stage development for the treatment of NASH, a serious
liver disease that can progress to cirrhosis, liver cancer and
liver failure. CVC is also being investigated to address primary
sclerosing cholangitis (PSC), a disease which causes inflammation
and scarring of the bile ducts, eventually leading to serious liver
damage. Tobira's pipeline also includes evogliptin, a selective
DPP-4 inhibitor, which it plans to develop for NASH in combination
with CVC. Learn more about Tobira at www.tobiratx.com.
Tobira® is a registered trademark owned by Tobira Therapeutics,
Inc.
Allergan Cautionary Statement Regarding Forward-Looking
Statements
Statements contained in this press release that refer to future
events or other non-historical facts are forward-looking statements
that reflect Allergan's current perspective of existing trends and
information as of the date of this release. Except as expressly
required by law, Allergan disclaims any intent or obligation to
update these forward-looking statements. Actual results may differ
materially from Allergan's current expectations depending upon a
number of factors affecting Allergan's business. These factors
include, among others, the difficulty of predicting the timing or
outcome of FDA approvals or actions, if any; the impact of
competitive products and pricing; market acceptance of and
continued demand for Allergan's products; difficulties or delays in
manufacturing; the ability of Allergan to complete the acquisition
of Tobira; and other risks and uncertainties detailed in Allergan's
periodic public filings with the Securities and Exchange
Commission, including but not limited to Allergan's Annual Report
on Form 10-K for the year ended December 31,
2015 and Quarterly Report on Form 10-Q for the quarter ended
June 30, 2016 (such periodic public
filings having been filed under the "Actavis plc" name). Except as
expressly required by law, Allergan disclaims any intent or
obligation to update these forward-looking statements.
Tobira Cautionary Statement Regarding Forward-Looking
Statements
All of the statements in this press release, other than
historical facts, are forward-looking statements, including,
without limitation, the statements made concerning Allergan's
pending acquisition of Tobira. As a general matter, forward-looking
statements are those focused upon anticipated events or trends,
expectations, and beliefs relating to matters that are not
historical in nature. Such forward-looking statements are subject
to uncertainties and factors relating to Tobira's operations and
business environment, all of which are difficult to predict and
many of which are beyond the control of Tobira. Among others, the
following factors could cause actual results to differ materially
from those set forth in the forward-looking statements: (i)
uncertainties as to how many Tobira stockholders will tender their
shares of Tobira common stock in the tender offer; (ii) the
possibility that competing offers will be made; (iii) the
possibility that various closing conditions for the transaction may
not be satisfied or waived; (iv) the risk that the merger agreement
with Allergan may be terminated in circumstances requiring Tobira
to pay Allergan a termination fee; (v) risks related to obtaining
the requisite consents to the transaction, including, without
limitation, the timing (including possible delays) and receipt of
regulatory approvals from various governmental entities (including
any conditions, limitations or restrictions placed on these
approvals and the risk that one or more governmental entities may
deny approval); (vi) the possibility that the transaction may not
be timely completed, if at all; and (vii) that, prior to the
completion of the transaction, if at all, Tobira's business may
experience significant disruptions due to transaction-related
uncertainty. Other factors that could cause actual results to
differ materially include those set forth in Tobira's SEC reports,
including, without limitation, the risks described in Tobira's
Annual Report on Form 10-K for its fiscal year ended December 31, 2015 and Quarterly Report on Form
10-Q for the fiscal quarter ended June 30,
2016. Tobira assumes no obligation and does not intend to
update these forward-looking statements, except as expressly
required by law.
Notice to Investors
The description contained in this press release is neither an
offer to purchase nor a solicitation of an offer to sell any
securities. The solicitation and the offer to buy shares of Tobira
common stock are only being made pursuant to an offer to purchase
and related materials that Allergan first filed with the Securities
and Exchange Commission on October 3,
2016. Tobira has also filed a solicitation/ recommendation
statement on Schedule 14D-9 with respect to the offer. The tender
offer statement (including an offer to purchase, a related letter
of transmittal and other offer documents) and the
solicitation/recommendation statement contain important information
that should be read carefully and considered before any decision is
made with respect to the tender offer. Additionally, Tobira and
Allergan have filed and may in the future file other relevant
materials in connection with the proposed acquisition of Tobira by
Allergan pursuant to the terms of the merger agreement. All of
these materials (and all other materials filed by Tobira with the
Securities and Exchange Commission) are available at no charge from
the Securities and Exchange Commission through its website at
www.sec.gov. Free copies of the offer to purchase, the related
letter of transmittal and certain other offering documents may be
obtained by directing a request to Allergan's Investor Relations
Department at (862) 261-7488. Investors and security holders
may also obtain free copies of the documents filed with the
Securities and Exchange Commission by Tobira by contacting Tobira
Investor Relations at (650) 351-5013.
INVESTORS AND STOCKHOLDERS OF TOBIRA ARE ADVISED TO READ THE
SCHEDULE TO AND THE SCHEDULE 14D-9, AS EACH HAS BEEN AND MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WHEN
THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO
THE TENDER OFFER OR MERGER, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES
THERETO.
CONTACTS:
ALLERGAN:
Investors:
Lisa DeFrancesco
(862) 261-7152
Media:
Mark Marmur
(862) 261-7558
TOBIRA:
Investors:
Ian
Clements, Ph.D.
(650)
351-5013
Media:
Brewlife
Kelly Boothe, Ph.D.
(415) 946-1076
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SOURCE Allergan plc