DUBLIN, Oct. 14, 2019 /PRNewswire/ --
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
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JURISDICTION
Allergan plc (NYSE: AGN) (the "Company" or
"Allergan") today announced that its shareholders have voted
to approve the previously announced proposed acquisition of
Allergan by AbbVie Inc ("AbbVie"). As described below, more
than 99 percent of the votes cast at both a special court-ordered
meeting of shareholders (the "Court Meeting") and at an
extraordinary general meeting of shareholders (the "EGM")
were in favor of the transaction, representing (in each case)
approximately 68.6 percent of the shares outstanding and eligible
to be voted at each of the Allergan shareholder meetings held on
October 14, 2019 in Dublin, Ireland.
"On behalf of Allergan's Board of Directors and executive team,
I would like to thank our shareholders for their overwhelming
support of the proposed combination with AbbVie," said Brent Saunders, Chairman and CEO of Allergan.
"In addition to delivering value for shareholders, this combination
will create a leading biopharmaceutical company with a diversified
portfolio and enhanced opportunity to invest in and deliver
innovation for the patients we serve."
Under the terms of the agreement announced on June 25, 2019, 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. Allergan shareholders will receive 0.8660 AbbVie
Shares and $120.30 in cash for each
Allergan share, for a total consideration of $188.24 per Allergan share. The transaction is
expected to close in early 2020, subject to customary closing
conditions and regulatory approvals.
Results of Court Meeting and Extraordinary General
Meeting
As described above, on October 14,
2019, Allergan held a Court Meeting and EGM in Dublin, Ireland, in each case relating to the
previously announced transaction whereby Venice Subsidiary, LLC, a
Delaware corporation ("Acquirer
Sub"), a direct wholly owned subsidiary of AbbVie, will acquire
Allergan (the "Acquisition"). Both meetings were held to
seek shareholder approval of the Acquisition, which will be
effected by means of a "scheme of arrangement" under Chapter 1 of
Part 9 of the Irish Companies Act of 2014, in accordance with Irish
law. Allergan's shareholders approved the proposal at the Court
Meeting and each of the proposals at the EGM required to approve
and implement the scheme of arrangement.
There were 328,096,999 ordinary shares of Allergan outstanding
as of 9:00 a.m. on September 16, 2019, the voting record time for
the Court Meeting and the EGM. A quorum was present at each of the
Court Meeting and the EGM. Because the votes required to approve
the proposals at the Court Meeting and the EGM are based on votes
properly cast at the applicable meeting, and because abstentions
are not considered votes properly cast, abstentions and broker
non-votes along with failures to vote have no effect on such
proposals.
Allergan will be filing a Form 8-K with the U.S. Securities and
Exchange Commission setting forth the final results of voting on
each of the items submitted to a vote of Allergan's shareholders at
the Court Meeting and the EGM. The final results of voting on each
of the items submitted to a vote of Allergan's shareholders at the
Court Meeting and the EGM are as follows.
Court Meeting
At the Court Meeting, the Company's shareholders voted on the
proposal described below.
1. To approve the scheme of arrangement:
Allergan shareholders approved the proposal with the following
voting results including the percentage of votes cast for and
against the proposal:
For
|
|
Against
|
|
Abstain
|
225,069,013
|
99.64%
|
|
812,742
|
0.36%
|
|
638,027
|
|
|
|
|
|
|
|
In addition, of the 567 registered shareholders voting on the
proposal, 518 registered shareholders or 91.36% of those voting
voted in favour of the proposal and 49 registered shareholders or
8.64% of those voting voted against the proposal.
The Allergan shares voted in favour of and against the proposal
represented 68.6% and 0.25%,
respectively, of the 328,096,999 Allergan shares outstanding as of
the voting record time and entitled to vote at the Court
Meeting.
An abstention is not a vote in law and is not counted in the
calculation of the proportion of the votes for or against a
resolution.
EGM
At the EGM, the Company's shareholders voted on the proposals
described below.
1. To approve the scheme of arrangement and authorize the
directors of Allergan to take all such actions as they consider
necessary or appropriate for carrying the scheme of arrangement
into effect:
Allergan shareholders approved the proposal with the following
voting results including the percentage of votes cast for and
against the proposal:
For
|
|
Against
|
|
Abstain
|
225,075,108
|
99.64%
|
|
818,689
|
0.36%
|
|
640,835
|
|
|
|
|
|
|
|
2. To approve the cancellation of any Allergan ordinary shares
in issue at 11:59 p.m., Irish time,
on the day before the Irish High Court hearing to sanction the
scheme (excluding, in any case, any Allergan ordinary shares which
are held from time to time by AbbVie, Acquirer Sub or any other
subsidiary of AbbVie, if any):
Allergan shareholders approved the proposal with the following
voting results including the percentage of votes cast for and
against the proposal:
For
|
|
Against
|
|
Abstain
|
225,058,268
|
99.79%
|
|
478,883
|
0.21%
|
|
997,481
|
|
|
|
|
|
|
|
3. To authorise the directors of Allergan to allot and issue new
Allergan shares, fully paid up, to Acquirer Sub and/or its
nominee(s) in connection with effecting the scheme of
arrangement:
Allergan shareholders approved the proposal with the following
voting results including the percentage of votes cast for and
against the proposal:
For
|
|
Against
|
|
Abstain
|
225,042,243
|
99.78%
|
|
492,964
|
0.22%
|
|
999,425
|
|
|
|
|
|
|
|
4. To amend the articles of association of Allergan so that any
ordinary shares of Allergan that are issued on or after the Voting
Record Time (as defined in the scheme of arrangement) to persons
other than Acquirer Sub or its nominees will either be subject to
the terms of the scheme or will be immediately and automatically
acquired by Acquirer Sub and/or its nominee(s) for the scheme
consideration:
Allergan shareholders approved the proposal with the following
voting results including the percentage of votes cast for and
against the proposal:
For
|
|
Against
|
|
Abstain
|
225,027,226
|
99.79%
|
|
475,707
|
0.21%
|
|
1,031,699
|
|
|
|
|
|
|
|
5. To approve, on a non-binding, advisory basis, specified
compensatory arrangements between Allergan and its named executive
officers relating to the transaction:
Allergan shareholders approved the proposal with the following
voting results including the percentage of votes cast for and
against the proposal:
For
|
|
Against
|
|
Abstain
|
202,856,963
|
94.18%
|
|
12,537,288
|
5.82%
|
|
11,140,381
|
|
|
|
|
|
|
|
6. To approve any motion by the Chairman to adjourn the EGM, or
any adjournments thereof, to solicit additional proxies in favour
of the approval of the resolutions if there are insufficient votes
at the time of the EGM to approve resolutions 1 through 4:
Allergan shareholders approved the proposal with the following
voting results including the percentage of votes cast for and
against the proposal:
For
|
|
Against
|
|
Abstain
|
205,396,306
|
91.08%
|
|
20,114,974
|
8.92%
|
|
1,023,352
|
|
|
|
|
|
|
|
About Allergan plc
Allergan plc (NYSE: AGN), headquartered in Dublin, Ireland, is a global pharmaceutical
leader 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. As part of
its approach to delivering innovation for better patient care,
Allergan has built one of the broadest pharmaceutical and device
research and development pipelines in the industry.
With colleagues and commercial operations located 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
longer, healthier lives every day.
For more information, visit Allergan's website at
www.Allergan.com.
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 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.
CONTACTS:
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Allergan:
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Investors:
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Manisha Narasimhan,
PhD
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(862)
261-7162
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Media:
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Lisa Brown
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(862)
261-7320
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SOURCE Allergan plc