DUBLIN, Sept. 17, 2019 /PRNewswire/ --
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
Allergan plc (NYSE: AGN) today announced, for the purposes of
the Irish Takeover Panel Act, 1997, Takeover Rules 2013 (the
"Irish Takeover Rules"), that the definitive proxy statement
of Allergan (the "Proxy Statement"), which also constitutes
a scheme circular under Irish law, is being sent as of September 16, 2019 to Allergan shareholders.
As previously announced on June 25,
2019, AbbVie Inc. and Allergan entered into a definitive
transaction agreement pursuant to which AbbVie will acquire
Allergan in a cash and stock transaction for a transaction equity
value of approximately $63 billion,
based on the closing price of AbbVie's common stock of $78.45 on June 24,
2019 (the "Acquisition"). The Acquisition will
be effected by means of a "scheme of arrangement" under Chapter 1
of Part 9 of the Irish Companies Act of 2014.
The Proxy Statement, which also constitutes a scheme circular
required under Irish law, contains important information about the
Acquisition for Allergan shareholders, as well as instructions on
voting online, by mail, by telephone or in person.
In accordance with Rule 28 of the Irish Takeover Rules, Allergan
shareholders will today also be sent two separate documents, one
document containing profit forecasts that have been made by AbbVie
(in the form of earnings guidance for the financial year ended
December 31, 2019) together with the
reports thereon prepared solely for the purposes of complying with
Rule 28.3 of the Irish Takeover Rules and a second document
containing: (i) a profit forecast that has been made by Allergan
(in the form of earnings guidance for the financial year ended
December 31, 2019) together with the
reports thereon prepared solely for the purposes of complying with
Rule 28.3 of the Irish Takeover Rules; and (ii) certain
confirmations relating to management incentivisation arrangements
for the purposes of Rule 16.2 of the Irish Takeover Rules.
A copy of the Proxy Statement is also being sent to the holders
of outstanding Allergan options and/or other equity based awards
under the Allergan share plans for information purposes only to
satisfy Irish legal requirements.
Copies of the documents referred to above, and all of the
documents required to be made available for inspection in
accordance with Rule 26 of the Irish Takeover Rules, are available
for inspection at the offices of Arthur
Cox, 10 Earlsfort Terrace, Dublin 2, Ireland and on Allergan's website
www.allergan.com.
As previously announced on September 10,
2019, there will be two meetings of Allergan shareholders on
Monday, October 14, 2019 in
connection with the Acquisition. Both meetings will be held
at the Conrad Hotel, Earlsfort Terrace, Dublin 2, Ireland. The first meeting,
which is convened by the order of the Irish High Court, will be
held at 10:30 a.m. (local
time). Following this meeting, an extraordinary general
meeting will be held pursuant to Allergan's articles of association
at 10:45 a.m. (local time) (or, if
the special Court-ordered meeting has not concluded by 10:45 a.m. (local time), as soon as possible
after the conclusion or adjournment of the special Court-ordered
meeting). Both meetings are being held to seek
shareholder approval of the proposed Acquisition in accordance with
Irish law. The approval of related matters by Allergan
shareholders will also be sought at the extraordinary general
meeting.
ABOUT ALLERGAN
Allergan is a global pharmaceutical leader. Allergan is 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. Allergan has
operations in more than 100 countries. Allergan's ordinary shares
are currently traded on the New York Stock Exchange under the
symbol "AGN." For more information about Allergan, please visit
www.allergan.com.
ENQUIRIES
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Allergan
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Media:
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Lisa Brown
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+1 862 261
7320
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Investors:
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Manisha Narasimhan,
PhD
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+ 1 862 261
7162
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NO OFFER OR SOLICITATION
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction
pursuant to the acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law. In particular, this communication
is not an offer of securities for sale into the United
States. No offer of securities shall be made in the United States absent registration under
the U.S. Securities Act of 1933, as amended, or pursuant to an
exemption from, or in a transaction not subject to, such
registration requirements. Any securities issued in the acquisition
are anticipated to be issued in reliance upon available exemptions
from such registration requirements pursuant to Section 3(a)(10) of
the U.S. Securities Act of 1933, as amended.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
SEC
In connection with the proposed acquisition, Allergan has filed
with the U.S. Securities and Exchange Commission (the "SEC") a
definitive Proxy Statement on September 16,
2019, which includes the Scheme Document. BEFORE
MAKING ANY VOTING DECISION, ALLERGAN'S SHAREHOLDERS ARE URGED TO
READ THE PROXY STATEMENT, INCLUDING THE SCHEME DOCUMENT, AND OTHER
RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED ACQUISITION OR INCORPORATED BY REFERENCE IN THE
PROXY STATEMENT CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES TO THE
PROPOSED ACQUISITION. Allergan's shareholders and investors are
able to obtain, without charge, a copy of the Proxy Statement,
including the Scheme Document, and other relevant documents filed
with the SEC from the SEC's website at
http://www.sec.gov/edgar.shtml. Allergan's shareholders and
investors may also obtain, without charge, a copy of the Proxy
Statement, including the Scheme Document, and other relevant
documents by contacting MacKenzie Partners Inc., 1407 Broadway –
27th Floor, New York, New
York 10018 or by calling MacKenzie Partners Inc. at (212)
929-5500 (Call Collect) or (800) 322-2885 (Call Toll-Free) or by
emailing MacKenzie Partners at proxy@mackenziepartners.com or by
requesting them in writing or by telephone from Allergan at the
following address, email or telephone number: Allergan plc, 5
Giralda Farms, Madison, New Jersey
07940, Attn: Investor Relations; (862) 261-7000; or
investor.relations@allergan.com, or from Allergan's website,
www.allergan.com.
PARTICIPANTS IN THE SOLICITATION
Allergan and certain of its directors and executive officers and
employees may be considered participants in the solicitation of
proxies from the shareholders of Allergan in respect of the
acquisition contemplated by the Proxy Statement. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the shareholders of
Allergan in connection with the proposed acquisition, including a
description of their direct or indirect interests, by security
holdings or otherwise, is set forth in the Proxy Statement filed
with the SEC on September 16, 2019.
Information regarding Allergan's directors and executive officers
is contained in Allergan's Annual Report on Form 10-K for the
fiscal year ended December 31, 2018
and its Proxy Statement on Schedule 14A, dated March 22, 2019, which are filed with the SEC, and
certain of Allergan's Current Reports on Form 8-K, filed with the
SEC on February 19, 2019,
March 22, 2019 and May 1, 2019.
FORWARD-LOOKING STATEMENTS
This communication contains certain forward-looking statements
with respect to a possible 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. These factors include,
but are not limited to, the possibility that a possible
acquisition will not be pursued, failure to obtain necessary
regulatory approvals or required financing or to satisfy any of the
other conditions to the possible 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 possible acquisition, failure
to realize the expected benefits of the possible acquisition,
failure to promptly and effectively integrate Allergan's
businesses, negative effects relating to the announcement of the
possible acquisition or any further announcements relating to the
possible acquisition or the consummation of the possible
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 possible acquisition, general economic and business
conditions that affect the combined companies following the
consummation of the possible 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 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 communication could cause AbbVie's plans with
respect to Allergan 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 communication
are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
communication. Additional information about economic, competitive,
governmental, technological and other factors that may affect
Allergan is set forth in Allergan's periodic public filings with
the SEC, including, but not limited to, Allergan's Annual Report on
Form 10-K for the year ended December 31,
2018, Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2019, Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2019, and, from time to time, 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 communication.
Any forward-looking statements in this communication are based
upon information available to Allergan and/or its board of
directors, as the case may be, as of the date of this communication
and, while believed to be true when made, may ultimately prove to
be incorrect. Subject to any obligations under applicable law,
neither Allergan nor any member of its 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 Allergan or its board of directors or any person acting on
behalf of any of them are expressly qualified in their entirety by
this paragraph.
Statement Required by the Irish Takeover Rules
The Allergan directors accept responsibility for the information
contained in this announcement. To the best of the knowledge
and belief of the Allergan directors (who have taken all reasonable
care to ensure such is the case), the information contained in this
announcement for which they respectively accept responsibility is
in accordance with the facts and does not omit anything likely to
affect the import of such information.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if
any person is, or becomes, 'interested' (directly or indirectly)
in, 1% or more of any class of 'relevant securities' of Allergan or
AbbVie, all 'dealings' in any 'relevant securities' of Allergan or
AbbVie (including by means of an option in respect of, or a
derivative referenced to, any such 'relevant securities') must be
publicly disclosed by not later than 3:30
pm (New York time) on the
'business' day following the date of the relevant acquisition. This
requirement will continue until the date on which the Scheme (as
defined in the Proxy Statement) becomes effective or on which the
'offer period' otherwise ends. If two or more persons co-operate on
the basis of any agreement, either express or tacit, either oral or
written, to acquire an 'interest' in 'relevant securities' of
Allergan or AbbVie, they will be deemed to be a single person for
the purpose of Rule 8.3 of the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules,
all 'dealings' in 'relevant securities' of Allergan by AbbVie or
'relevant securities' of AbbVie by Allergan, or by any party acting
in concert with either of them, must also be disclosed by no later
than 12 noon (New York time) on
the 'business' day following the date of the relevant
acquisition.
A disclosure table, giving details of the companies in whose
'relevant securities' 'dealings' should be disclosed, can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover
Rules, which can also be found on the Irish Takeover Panel's
website. If you are in any doubt as to whether or not you are
required to disclose a dealing under Rule 8, please consult the
Irish Takeover Panel's website at www.irishtakeoverpanel.ie
No Profit Forecast / Asset Valuations
No statement in this announcement is intended to constitute a
profit forecast for any period, nor should any statements be
interpreted to mean that earnings or earnings per share will
necessarily be greater or lesser than those for the relevant
preceding financial periods for AbbVie or Allergan as appropriate.
No statement in this announcement constitutes an asset
valuation.
General
The release, publication or distribution of this announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions (the "Restricted Jurisdictions"). Accordingly,
copies of this announcement and all other documents relating to the
Acquisition are not being, and must not be, released, published,
mailed or otherwise forwarded, distributed or sent in, into or from
any Restricted Jurisdictions. Persons receiving such documents
(including, without limitation, nominees, trustees and custodians)
should observe these restrictions. Failure to do so may constitute
a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies involved
in the Acquisition disclaim any responsibility or liability for the
violations of any such restrictions by any person.
A copy of this announcement will be available, free of charge
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions) on the Allergan website at
www.allergan.com. The contents of the Allergan website
are not incorporated into, and do not form part of, this
announcement.
Any response in relation to the Acquisition should be made only
on the basis of the information contained in the Scheme Document or
any document by which the Acquisition and the Scheme are
made. Allergan shareholders are advised to read carefully the
Scheme Documents.
This announcement has been prepared for the purpose of complying
with the laws of Ireland and the
Takeover Rules and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside of
Ireland.
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SOURCE Allergan plc