NORTH CHICAGO, Ill. and
DUBLIN, Jan. 27, 2020 /PRNewswire/ -- AbbVie (NYSE:
ABBV), a research-based global biopharmaceutical company, and
Allergan (NYSE: AGN), a leading global pharmaceutical company,
today announced that Allergan has entered into definitive
agreements to divest brazikumab (IL-23 inhibitor) and Zenpep
(pancrelipase). These agreements are in conjunction with the
ongoing regulatory approval process for AbbVie's acquisition of
Allergan.
AstraZeneca (NYSE: AZN) will acquire brazikumab, an
investigational IL-23 inhibitor in Phase 2b/3 development for Crohn's Disease and in Phase
2 development for ulcerative colitis, including global development
and commercial rights.
Nestle (Swiss: NESN) will acquire and take full operational
ownership of Zenpep upon closing the transaction with customary
transition support from Allergan. Zenpep is a treatment, which is
available in the United States,
for exocrine pancreatic insufficiency due to cystic fibrosis and
other conditions. Nestle also will be acquiring Viokace, another
pancreatic enzyme preparation, as part of the same transaction.
"These definitive agreements represent significant progress
toward the completion of our acquisition of Allergan," said
Richard A. Gonzalez, chairman and
chief executive officer, AbbVie. "The new combined organization
will be well positioned to deliver on our mission to patients with
a broad portfolio of innovative therapies."
"Today, we move another step closer to completing AbbVie's
acquisition of Allergan. Allergan's commercial and R&D
teams have invested so much of themselves into the development of
brazikumab and the commercialization of Zenpep, and these
divestiture agreements will enable that work to continue following
the close of our planned acquisition," said Brent Saunders, chairman and chief executive
officer of Allergan.
The closings of the acquisitions of brazikumab and Zenpep are
contingent upon receipt of U.S. Federal Trade Commission and
European Commission approval, closing of AbbVie's pending
acquisition of Allergan and the satisfaction of other customary
closing conditions.
On January 10, 2020, AbbVie and
Allergan received conditional approval of the transaction by the
European Commission, subject to the approved divestiture of
brazikumab and other conditions.
AbbVie and Allergan continue to expect a first-quarter 2020
close of their pending transaction, subject to receipt of required
regulatory approvals and other closing conditions.
About AbbVie
AbbVie is a global, research-driven
biopharmaceutical company committed to developing innovative
advanced therapies for some of the world's most complex and
critical conditions. The company's mission is to use its expertise,
dedicated people and unique approach to innovation to markedly
improve treatments across four primary therapeutic areas:
immunology, oncology, virology and neuroscience. In more than
75 countries, AbbVie employees are working every day to advance
health solutions for people around the world. For more information
about AbbVie, please visit us at www.abbvie.com. Follow @abbvie on
Twitter or view careers on our Facebook or LinkedIn page.
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.
About Zenpep
ZENPEP® (pancrelipase) is a prescription
medication for people who cannot digest food normally because their
pancreas does not make enough enzymes. ZENPEP may help your
body use fats, proteins, and sugars from food. ZENPEP contains a
mixture of digestive enzymes (lipases, proteases, and amylases)
from pig pancreas. In clinical studies, individuals with exocrine
pancreatic insufficiency associated with cystic fibrosis absorbed
more fat from foods than those treated with a placebo.
About Brazikumab
Brazikumab is a monoclonal antibody
that binds to the IL23 receptor and is in development for Crohn's
Disease and Ulcerative Colitis with a companion biomarker.
Brazikumab selectively blocks the IL23 immune signal, preventing
intestinal inflammation. The Phase IIb/III INTREPID program is
underway to assess brazikumab compared to placebo or adalimumab in
Crohn's Disease. The Phase II EXPEDITION trial is underway to
assess brazikumab compared to placebo or vedolizumab in Ulcerative
Colitis.
Forward-Looking Statements
This announcement
contains certain forward-looking statements, including with respect
to the pending acquisition involving AbbVie and Allergan,
Allergan's divestitures of brazikumab and Zenpep 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. Such risks and uncertainties include, but are not
limited to, the possibility that the divestitures and/or the
pending acquisition will not be pursued, failure to obtain
necessary regulatory approvals or required financing or to satisfy
any of the other conditions to the pending 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 pending acquisition,
failure to realize the expected benefits of the pending
acquisition, failure to promptly and effectively integrate
Allergan's businesses, negative effects relating to the
announcement of the pending acquisition or any further
announcements relating to the pending acquisition or the
consummation of the pending 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 pending
acquisition, general economic and business conditions that affect
the combined companies following the consummation of the pending
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 AbbVie's or,
as the case may be, 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 announcement could cause
AbbVie's plans with respect to Allergan or AbbVie's 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
announcement are therefore cautioned not to place undue reliance on
these forward-looking statements which speak only as of the date of
this announcement. Additional information about economic,
competitive, governmental, technological and other factors that may
affect AbbVie or Allergan is set forth in AbbVie's and Allergan's
periodic public filings with the U.S. Securities and Exchange
Commission, including, but not limited to, AbbVie's and 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, Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2019 and, from time to time,
AbbVie's and 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 announcement.
Any forward-looking statements in this announcement are based
upon information available to AbbVie, Allergan and/or their
respective board of directors, as the case may be, as of the date
of this announcement and, while believed to be true when made, may
ultimately prove to be incorrect. Subject to any obligations under
applicable law, none of AbbVie, Allergan or any member of their
respective 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 AbbVie, Allergan or
their respective 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 Irish Takeover Rules
The
Directors of AbbVie Inc. accept responsibility for the information
contained in this announcement. To the best of their knowledge and
belief (having taken all reasonable care to ensure such is the
case), the information contained in this announcement is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
The Allergan directors accept responsibility for the
information contained in this report. 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
report for which they accept responsibility is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
Any holder of 1% or more of any class of relevant securities
of Allergan plc or AbbVie Inc. may have disclosure obligations
under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover
Rules 2013.
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SOURCE AbbVie