Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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On May 8, 2020 (the “Closing Date”), AbbVie Inc. (“AbbVie”), a Delaware corporation, completed the previously announced acquisition of Allergan plc (“Allergan”) (the “Acquisition”). The Acquisition was effected by means of a court-sanctioned scheme of arrangement (the “Scheme”) and in accordance with a Transaction Agreement (the “Transaction Agreement”), dated as of June 25, 2019 (as amended on May 5, 2020), by and among AbbVie, Allergan and Venice Subsidiary LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of AbbVie (“Acquirer Sub”).
The Acquisition was conditioned on, among other things, the sanction of the Scheme by the Irish High Court (the “Court”) and the registration of the Court Order (as defined in the Transaction Agreement) with the Registrar of Companies in Dublin, Ireland. On May 6, 2020, the Court sanctioned the Scheme. On May 8, 2020, the Court Order was registered by the Registrar of Companies, at which time the Scheme became effective.
At the effective time of the Scheme, Acquirer Sub acquired all of the outstanding ordinary shares of Allergan and each outstanding ordinary share of Allergan, excluding the Excluded Scheme Share (as defined in the Transaction Agreement) and any Allergan treasury shares, was cancelled and automatically converted into the right to receive (i) $120.30 in cash (and any cash in lieu of fractions of AbbVie Shares) and (ii) 0.8660 of a share of AbbVie common stock (“AbbVie Shares”). In respect of Allergan ordinary shares issued and outstanding immediately prior to the effective time of the Scheme, AbbVie delivered approximately 285.6 million AbbVie Shares and paid an aggregate of approximately $39.67 billion in cash to former Allergan shareholders in exchange for Allergan ordinary shares.
Also at the effective time of the Scheme, (i) each Allergan stock option and each Allergan restricted stock unit award that was outstanding immediately prior to the effective time of the Scheme was substituted by AbbVie with a corresponding AbbVie stock option and AbbVie restricted stock unit award relating to shares of AbbVie common stock, with the number of shares of AbbVie common stock subject to such award and, if applicable, the exercise price per share applicable to such award, determined in accordance with the formulas set forth in the Transaction Agreement, and (ii) each Allergan performance stock unit award that was outstanding as of immediately prior to the effective time of the Scheme was substituted by AbbVie with an AbbVie restricted stock unit award relating to shares of AbbVie common stock, that vests based on the holder’s continued service following the effective time of the Scheme, with the number of shares of AbbVie common stock subject to such award determined in accordance with the formulas set forth in the Transaction Agreement (which, for any Allergan performance stock unit awards that were subject to performance-based vesting conditions on June 25, 2019, was calculated based on deemed satisfaction of performance at 130% of target).
The substituted AbbVie stock options and AbbVie restricted stock units, as described above, have the same terms and conditions (including the same time-based vesting conditions, but excluding any performance-based vesting conditions) as applied to the corresponding Allergan stock options, Allergan restricted stock units and Allergan performance stock units immediately prior to the effective time of the Scheme, except for terms rendered inoperative by reason of the transactions contemplated by the Transaction Agreement or such other immaterial administrative or ministerial changes that are not adverse to any holder other than in any de minimis respect.
The foregoing summaries of the Acquisition, the Transaction Agreement and Appendix III to the Rule 2.5 Announcement (the “Conditions Appendix”) do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Transaction Agreement and the Conditions Appendix, which were filed as Exhibits 2.1 and 2.2, respectively, to Allergan’s Current Report on Form 8-K filed on June 25, 2019 and are incorporated herein by reference.
The information set forth in Item 5.01 is incorporated herein by reference.