NORTH CHICAGO, Ill.,
Oct. 25, 2019 /PRNewswire/
-- AbbVie Inc. (NYSE:ABBV) ("AbbVie") announced today the
commencement, in connection with its previously announced
acquisition of Allergan plc (NYSE:AGN), of offers to exchange any
and all outstanding notes of certain series issued by Allergan
Finance, LLC ("Allergan Finance"), Allergan, Inc. ("Allergan Inc"),
Allergan Sales, LLC ("Allergan Sales") and Allergan Funding SCS
("Allergan Funding" and, together with Allergan Finance, Allergan
Inc and Allergan Sales, "Allergan") for new notes to be issued by
AbbVie (the "AbbVie Notes").
As previously announced, on June 25, 2019, AbbVie and
Venice Subsidiary LLC, a wholly-owned subsidiary of AbbVie
("Acquirer Sub"), entered into a Transaction Agreement
("Transaction Agreement") with Allergan plc. Under the terms of the
Transaction Agreement, Acquirer Sub will acquire Allergan plc
pursuant to a scheme of arrangement (the "Scheme") under Chapter 1
of Part 9 of the Irish Companies Act 2014 (the "Act") and a capital
reduction under Sections 84 to 86 of the Act (the "Acquisition").
As a result of the Scheme, Allergan plc will become a wholly-owned
subsidiary of AbbVie.
The following table sets forth the Exchange Consideration, Early
Participation Payment and Total Consideration for each series of
Allergan Notes (as defined below):
Title of Series
of
Notes
|
|
CUSIP /
ISIN No.
|
|
Issuer
|
|
Maturity
Date
|
|
Principal
Amount
Outstanding
|
|
Exchange
Consideration(1)
|
|
Early
Participation
Payment(1)
|
|
Total
Consideration(1)(2)
|
3.375% Senior Notes
due 2020
|
|
018490AN2
|
|
Allergan,
Inc.
|
|
09/15/2020
|
|
$650,000,000
|
|
$1,000 principal
amount of AbbVie 3.375% Senior Notes due 2020
|
|
$1.00 in
cash
|
|
$1,000 principal
amount of AbbVie 3.375% Notes due 2020 and $1.00 in cash
|
4.875% Senior Notes
due 2021
|
|
345838AE6 (144A) /
U3455QAC7
(Reg S)
|
|
Allergan Sales,
LLC
|
|
02/15/2021
|
|
$450,000,000
|
|
$1,000 principal
amount of AbbVie 4.875% Senior Notes due 2021
|
|
$1.00 in
cash
|
|
$1,000 principal
amount of AbbVie 4.875% Notes due 2021 and $1.00 in cash
|
5.000% Senior Notes
due 2021
|
|
345838AA4
(144A) / U3455QAA1
(Reg S)
|
|
Allergan Sales,
LLC
|
|
12/15/2021
|
|
$1,200,000,000
|
|
$1,000 principal
amount of AbbVie 5.000% Senior Notes due 2021
|
|
$1.00 in
cash
|
|
$1,000 principal
amount of AbbVie 5.000% Notes due 2021 and $1.00 in cash
|
3.450% Senior Notes
due 2022
|
|
00507UAR2
|
|
Allergan Funding
SCS
|
|
03/15/2022
|
|
$2,878,224,000
|
|
$1,000 principal
amount of AbbVie 3.450% Senior Notes due 2022
|
|
$1.00 in
cash
|
|
$1,000 principal
amount of AbbVie 3.450% Notes due 2022 and $1.00 in cash
|
3.250% Senior Notes
due 2022
|
|
942683AF0
|
|
Allergan Finance,
LLC
|
|
10/01/2022
|
|
$1,700,000,000
|
|
$1,000 principal
amount of AbbVie 3.250% Senior Notes due 2022
|
|
$1.00 in
cash
|
|
$1,000 principal
amount of AbbVie 3.250% Notes due 2022 and $1.00 in cash
|
2.800% Senior Notes
due 2023
|
|
018490AQ5
|
|
Allergan,
Inc.
|
|
03/15/2023
|
|
$350,000,000
|
|
$1,000 principal
amount of AbbVie 2.800% Senior Notes due 2023
|
|
$1.00 in
cash
|
|
$1,000 principal
amount of AbbVie 2.800% Notes due 2023 and $1.00 in cash
|
3.850% Senior Notes
due 2024
|
|
00507UAF8
|
|
Allergan Funding
SCS
|
|
06/15/2024
|
|
$1,036,740,000
|
|
$1,000 principal
amount of AbbVie 3.850% Senior Notes due 2024
|
|
$1.00 in
cash
|
|
$1,000 principal
amount of AbbVie 3.850% Notes due 2024 and $1.00 in cash
|
3.800% Senior Notes
due 2025
|
|
00507UAS0
|
|
Allergan Funding
SCS
|
|
03/15/2025
|
|
$3,020,692,000
|
|
$1,000 principal
amount of AbbVie 3.800% Senior Notes due 2025
|
|
$1.00 in
cash
|
|
$1,000 principal
amount of AbbVie 3.800% Notes due 2025 and $1.00 in cash
|
4.550% Senior Notes
due 2035
|
|
00507UAT8
|
|
Allergan Funding
SCS
|
|
03/15/2035
|
|
$1,789,000,000
|
|
$1,000 principal
amount of AbbVie 4.550% Senior Notes due 2035
|
|
$1.00 in
cash
|
|
$1,000 principal
amount of AbbVie 4.550% Notes due 2035 and $1.00 in cash
|
4.625% Senior Notes
due 2042
|
|
942683AH6
|
|
Allergan Finance,
LLC
|
|
10/01/2042
|
|
$456,710,000
|
|
$1,000 principal
amount of AbbVie 4.625% Senior Notes due 2042
|
|
$1.00 in
cash
|
|
$1,000 principal
amount of AbbVie 4.625% Notes due 2042 and $1.00 in cash
|
4.850% Senior Notes
due 2044
|
|
00507UAH4
|
|
Allergan Funding
SCS
|
|
06/15/2044
|
|
$1,079,360,000
|
|
$1,000 principal
amount of AbbVie 4.850% Senior Notes due 2044
|
|
$1.00 in
cash
|
|
$1,000 principal
amount of AbbVie 4.850% Notes due 2044 and $1.00 in cash
|
4.750% Senior Notes
due 2045
|
|
00507UAU5
|
|
Allergan Funding
SCS
|
|
03/15/2045
|
|
$880,956,000
|
|
$1,000 principal
amount of AbbVie 4.750% Senior Notes due 2045
|
|
$1.00 in
cash
|
|
$1,000 principal
amount of AbbVie 4.750% Notes due 2045 and $1.00 in cash
|
Floating Rate Notes
due 2020
|
|
XS1909193077
|
|
Allergan Funding
SCS
|
|
11/15/2020
|
|
€700,000,000
|
|
€1,000 principal
amount of AbbVie Floating Senior Rate Notes due 2020
|
|
€1.00 in
cash
|
|
€1,000 principal
amount of AbbVie Floating Rate Notes due 2020 and €1.00 in
cash
|
0.500% Senior Notes
due 2021
|
|
XS1622630132
|
|
Allergan Funding
SCS
|
|
06/01/2021
|
|
€750,000,000
|
|
€1,000 principal
amount of AbbVie 0.500% Senior Notes due 2021
|
|
€1.00 in
cash
|
|
€1,000 principal
amount of AbbVie 0.500% Notes due 2021 and €1.00 in cash
|
1.500% Senior Notes
due 2023
|
|
XS1909193150
|
|
Allergan Funding
SCS
|
|
11/15/2023
|
|
€500,000,000
|
|
€1,000 principal
amount of AbbVie 1.500% Senior Notes due 2023
|
|
€1.00 in
cash
|
|
€1,000 principal
amount of AbbVie 1.500% Notes due 2023 and €1.00 in cash
|
1.250% Senior Notes
due 2024
|
|
XS1622624242
|
|
Allergan Funding
SCS
|
|
06/01/2024
|
|
€700,000,000
|
|
€1,000 principal
amount of AbbVie 1.250% Senior Notes due 2024
|
|
€1.00 in
cash
|
|
€1,000 principal
amount of AbbVie 1.250% Notes due 2024 and €1.00 in cash
|
2.625% Senior Notes
due 2028
|
|
XS1909193317
|
|
Allergan Funding
SCS
|
|
11/15/2028
|
|
€500,000,000
|
|
€1,000 principal
amount of AbbVie 2.625% Senior Notes due 2028
|
|
€1.00 in
cash
|
|
€1,000 principal
amount of AbbVie 2.625% Notes due 2028 and €1.00 in cash
|
2.125% Senior Notes
due 2029
|
|
XS1622621222
|
|
Allergan Funding
SCS
|
|
06/01/2029
|
|
€550,000,000
|
|
€1,000 principal
amount of AbbVie 2.125% Senior Notes due 2029
|
|
€1.00 in
cash
|
|
€1,000 principal
amount of AbbVie 2.125% Notes due 2029 and €1.00 in cash
|
|
|
|
|
|
|
|
(1)
|
For each $1,000
principal amount of Allergan USD Notes (as defined below) or €1,000
principal amount of Allergan Euro Notes (as defined below), as
applicable, accepted for exchange.
|
(2)
|
Includes Early
Participation Payment (as defined below).
|
Concurrently with the offers to exchange (each, an "Exchange
Offer" and, collectively, the "Exchange Offers") the Allergan Notes
for AbbVie Notes, AbbVie (on behalf of Allergan) is also soliciting
consents from eligible holders of each series of Allergan Notes
(each, a "Consent Solicitation" and, collectively, the "Consent
Solicitations") to adopt certain proposed amendments to each of the
indentures governing the Allergan Notes (each, an "Allergan
Indenture") to (i) eliminate substantially all of the restrictive
covenants in such Allergan Indenture, (ii) eliminate certain of the
events which may lead to an "Event of Default" in such Allergan
Indenture (other than the failure to pay principal, premium or
interest), (iii) eliminate any restrictions on the applicable
Allergan obligor in such Allergan Indenture from consolidating with
or merging into any other person or conveying, transferring or
leasing all or any of its properties and assets to any person and
(iv) eliminate any guarantees of the related Allergan
Notes (collectively, the "Proposed Amendments"). Subject to
the terms and conditions set forth in the Offering Documents (as
defined below), if the requisite note holder consent is received in
accordance with the terms of the applicable Allergan Indenture,
such Allergan Indenture will be amended with respect to each
affected series of Allergan Notes or all series of Allergan Notes
outstanding under such Allergan Indenture, as applicable, and any
remaining Allergan Notes for that series not tendered and exchanged
for AbbVie Notes will be governed by the amended indenture.
The Exchange Offers and Consent Solicitations are being made
pursuant to the terms and subject to the conditions set forth in
the confidential offering memorandum and consent solicitation
statement, dated October 25, 2019,
and the related letter of transmittal (collectively, the "Offering
Documents"), and are conditioned upon the closing of the
Acquisition, which condition may not be waived by AbbVie, and
certain other conditions that may be waived by AbbVie. Any waiver
of a condition by AbbVie with respect to an Exchange Offer will
automatically waive such condition with respect to the
corresponding Consent Solicitation, as applicable.
Each Exchange Offer will expire at 11:59 p.m., New York City time, on November 22, 2019 (as the same may be extended,
the "Expiration Date"), unless terminated. Each Consent
Solicitation will expire at 5:00
p.m., New York City time,
on November 7, 2019, unless extended
or terminated (the "Early Participation Date"). The settlement date
for the Exchange Offers is expected to occur promptly after the
Expiration Date and the Expiration Date of each of the Exchange
Offers is expected to be extended to occur on or about the closing
date of the Acquisition, which is expected to occur in early 2020.
As a result, the Expiration Date may be extended one or more times.
AbbVie currently anticipates providing notice of any such extension
in advance of the Expiration Date.
For each $1,000 principal amount
of Allergan USD Notes or €1,000 principal amount of Allergan Euro
Notes validly tendered and not validly withdrawn at or prior to the
Early Participation Date, eligible holders of such Allergan USD
Notes or Allergan Euro Notes will be eligible to receive an early
participation payment of $1.00 or
€1.00, as applicable, in cash (the "Early Participation Payment").
In addition, for each $1,000
principal amount of Allergan USD Notes or €1,000 principal amount
of Allergan Euro Notes validly tendered and not validly withdrawn
prior to the Expiration Date, eligible holders will be eligible to
receive $1,000 principal amount of
the AbbVie Notes of the applicable series or €1,000 principal
amount of the AbbVie Euro Notes of the applicable series, as
applicable (the "Exchange Consideration"). The total consideration
consists of (a) the Exchange Consideration plus (b) the Early
Participation Payment (the "Total Consideration"). After the Early
Participation Date, tendered Allergan Notes may be withdrawn.
However, to be eligible to receive the Exchange Consideration
component of the Total Consideration, such withdrawn Allergan Notes
must be validly re-tendered and not validly withdrawn at or prior
to the Expiration Date.
Each AbbVie Note issued in the Exchange Offers for a validly
tendered Allergan Note will have an interest rate and maturity date
that is identical to the interest rate and maturity date of the
tendered Allergan Note, as well as identical interest payment dates
and optional redemption prices. No accrued and unpaid interest is
payable upon acceptance of any Allergan Notes in the Exchange
Offers and Consent Solicitations. However, the first interest
payment on the AbbVie Notes will include the accrued and unpaid
interest from the applicable Allergan Notes tendered in exchange
therefor so that a tendering eligible holder will receive the same
interest payment it would have received had its Allergan Notes not
been tendered in the Exchange Offers and Consent Solicitations. The
AbbVie Notes will be AbbVie's general, unsecured senior
obligations, and will rank equally in right of payment with all of
AbbVie's existing and future unsecured senior indebtedness,
liabilities and other obligations.
In this news release, references to the "Allergan Euro Notes"
collectively refer to (i) the Floating Rate Notes due 2020 issued
by Allergan Funding, (ii) the 0.500% Senior Notes due 2021
issued by Allergan Funding, (iii) the 1.500% Senior Notes due
2023 issued by Allergan Funding, (iv) the 1.250% Senior Notes due
2024 issued by Allergan Funding, (v) the 2.625% Senior Notes due
2028 issued by Allergan Funding and (vi) the 2.125% Senior Notes
due 2029 issued by Allergan Funding. References to the "Allergan
USD Notes" collectively refer to (i) the 3.375% Senior Notes
due 2020 issued by Allergan Inc, (ii) the 4.875% Senior Notes
due 2021 issued by Allergan Sales, (iii) the 5.000% Senior
Notes due 2021 issued by Allergan Sales, (iv) the 3.450% Senior
Notes due 2022 issued by Allergan Funding, (v) the 3.250% Senior
Notes due 2022 issued by Allergan Finance, (vi) the 2.800% Senior
Notes due 2023 issued by Allergan Inc, (vii) the 3.850% Senior
Notes due 2024 issued by Allergan Funding, (viii) the 3.800% Senior
Notes due 2025 issued by Allergan Funding, (ix) the 4.550% Senior
Notes due 2035 issued by Allergan Funding, (x) the 4.625% Senior
Notes due 2042 issued by Allergan Finance, (xi) the 4.850% Senior
Notes due 2044 issued by Allergan Funding, and (xii) the 4.750%
senior notes due 2045 issued by Allergan Funding. The Allergan USD
Notes and the Allergan Euro Notes are referred to herein
collectively as the "Allergan Notes."
Documents relating to the Exchange Offers and Consent
Solicitations will only be distributed to eligible holders of
Allergan Notes who complete and return an eligibility form
confirming that they are either a "qualified institutional buyer"
as defined in Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"), or not a "U.S. person" and outside
the United States within the
meaning of Regulation S under the Securities Act. The complete
terms and conditions of the Exchange Offers and Consent
Solicitations are described in the Offering Documents, copies of
which may be obtained by contacting Global Bondholder Services
Corporation, the exchange agent and information agent in connection
with the Exchange Offers and Consent Solicitations, at (866)
470-3900 (U.S. toll-free) or (212) 430-3774 (banks and brokers).
The eligibility form is available electronically at:
https://gbsc-usa.com/eligibility/abbvie. Holders of Allergan Notes
that are not eligible holders will not be able to receive such
documents, but AbbVie will make alternative arrangements available,
subject to applicable law. Such holders should contact Global
Bondholder Services Corporation to receive information about
arrangements available to them.
This news release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful. The Exchange Offers and Consent Solicitations are being
made solely pursuant to the offering memorandum and consent
solicitation statement and letter of transmittal and only to such
persons and in such jurisdictions as are permitted under applicable
law.
The AbbVie Notes offered in the Exchange Offers have not been
registered under the Securities Act or any state securities laws.
Therefore, the AbbVie Notes may not be offered or sold in
the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws.
Cautionary Statement Regarding Forward-Looking
Information
This news release contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including forward-looking statements with respect
to the Acquisition 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
consummated, the combined group, as well as the expected timing of
completion of the Exchange Offers and receipt of requisite consents
in the Consent Solicitations. 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 Acquisition will not be pursued, failure to obtain necessary
regulatory approvals or required financing or to satisfy any of the
other conditions to the Acquisition, adverse effects on the market
price of AbbVie's shares of common stock and operating results
because of a failure to consummate the Acquisition, failure to
realize the expected benefits of the Acquisition, failure to
promptly and effectively integrate Allergan plc's businesses,
significant transaction costs and/or unknown or inestimable
liabilities, potential litigation associated with the Acquisition
and the combined company's capital structure post-Acquisition and
the nature of any debt issued to fund the Acquisition. These
forward-looking statements are based on numerous assumptions and
assessments made in light of AbbVie'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 news release could cause
AbbVie's plans with respect to Allergan plc or AbbVie'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 news
release are therefore cautioned not to place undue reliance on
these forward-looking statements which speak only as at the date of
this news release. Additional information about economic,
competitive, governmental, technological and other factors that may
affect AbbVie can be found in AbbVie's filings with the SEC,
including the risk factors discussed in AbbVie's most recent Annual
Report on Form 10-K, as updated by its Quarterly Reports on Form
10-Q and future filings with the SEC.
Any forward-looking statements in this news release are based
upon information available to AbbVie as of the date of this news
release and, while believed to be true when made, may ultimately
prove to be incorrect. Subject to any obligations under applicable
law, AbbVie 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 or any person acting on their
behalf are expressly qualified in their entirety by this
paragraph.
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SOURCE AbbVie