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 transactions 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 transactions, 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, together with any supplemental disclosure
thereto. Information regarding Allergans directors and executive officers is contained in Allergans 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 Allergans 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 report contains certain forward-looking statements with respect to a possible acquisition involving AbbVie and Allergan and AbbVies, Allergans
and/or the combined groups 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, 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 Allergans products, the impact of uncertainty around timing of generic entry related to key products, including RESTASIS®, on our financial results, risks associated with divestitures, acquisitions, mergers and joint ventures, risks related to impairments, uncertainty associated with financial projections, projected
debt reduction, projected cost reductions, projected synergies, restructurings, increased costs, and adverse tax consequences, difficulties or delays in manufacturing; risks related to the proposed transaction, such as, but 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
AbbVies shares of common stock or Allergans ordinary shares and on AbbVies or Allergans 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 Allergans 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 AbbVies shares of common stock or Allergans 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 Allergans 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 report could cause
AbbVies plans with respect to Allergan or Allergans 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 report are therefore cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date of this report. Additional information about economic, competitive, governmental, technological and other factors that may affect Allergan is set forth in Allergans
periodic public filings with the SEC, including, but not limited to, Allergans 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,
Allergans other investor communications, in each case, the contents of which are not incorporated by reference into, nor do they form part of, this report.