DUBLIN, Feb. 14, 2020 /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
In accordance with Rule 2.10 of the Irish Takeover Rules,
Allergan plc (NYSE: AGN) ("Allergan") confirms that, as of
the close of business on February 13,
2020, Allergan's issued share capital, excluding treasury
shares, consisted of 328,998,524 ordinary shares, par value
US$0.0001 per share (the
"Allergan Ordinary Shares"). The International
Securities Identification Number (ISIN) of the Allergan Ordinary
Shares is IE00BY9D5467.
Allergan confirms that, as of the close of business on
February 13, 2020, there were
outstanding 2,729,791 restricted share units (the "Allergan
Restricted Share Units") and 5,133,291 options to purchase
Allergan Ordinary Shares (the "Allergan Share Options")
granted by Allergan. Upon vesting, each Allergan Restricted Share
Unit entitles the holder to receive one Allergan Ordinary Share and
each Allergan Share Option entitles the holder to purchase one
Allergan Ordinary Share at the applicable exercise price.
Allergan also confirms that, as of the close of business on
February 13, 2020, there were
outstanding performance share units (the "Allergan Performance
Share Units") entitling holders to receive up to a maximum of
434,009 Allergan Ordinary Shares upon vesting, assuming
satisfaction of the applicable performance criteria at maximum
performance.
The number of Allergan Ordinary Shares capable of being issued
in respect of the Allergan Restricted Share Units and Allergan
Performance Share Units described in this announcement includes the
Allergan Ordinary Shares capable of being issued upon the vesting
of the applicable dividend equivalent units attaching to the
respective Allergan Restricted Share Units and Allergan Performance
Share Units.
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
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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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 Inc. ("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 filed
with the U.S. Securities and Exchange Commission on September 16, 2019) 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
proposed acquisition of Allergan by AbbVie (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