DUBLIN, April 19, 2018 /PRNewswire/ --
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "TAKEOVER CODE") AND THERE CAN BE NO CERTAINTY THAT
ANY SUCH OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY SUCH
OFFER WOULD BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
As previously reported, Allergan plc ("Allergan") is in the
process of evaluating a full range of potential strategic actions
that will create value for shareholders, such as divestitures,
combinations and acquisitions. The company has hired multiple
financial advisors to assist in the review of these options.
Following recent press speculation, Allergan confirms that it is
in the early stages of considering a possible offer for Shire plc
("Shire"). No offer has been made.
There can be no certainty an offer will be made nor as to the
terms on which any such offer would be made. A further
announcement will be made as appropriate.
In accordance with Rule 2.6(a) of the Takeover Code, Allergan is
now required, by not later than 5:00
pm on 17 May 2018, to either
announce a firm intention to make an offer for Shire in accordance
with Rule 2.7 of the Takeover Code or announce that it does not
intend to make an offer for Shire, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Takeover
Code applies. This deadline will only be extended with the consent
of the Takeover Panel in accordance with Rule 2.6(c) of the
Takeover Code.
A copy of this announcement will be made available on
www.allergan.com by no later than 12 noon (London time) on the business day following
this announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
About Allergan plc
Allergan plc (NYSE: AGN), headquartered in Dublin, Ireland, is a bold, 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 for the central nervous system, eye care, medical
aesthetics and dermatology, gastroenterology, women's health,
urology and anti-infective therapeutic categories.
Allergan is an industry leader in Open Science, a model of
research and development, which defines our approach to identifying
and developing game-changing ideas and innovation for better
patient care. With this approach, Allergan has built one of the
broadest development pipelines in the pharmaceutical industry.
Allergan's success is powered by our global colleagues'
commitment to being Bold for Life. Together, we build bridges,
power ideas, act fast and drive results for our customers and
patients around the world by always doing what is right.
With commercial operations 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.
Contacts regarding
this notice:
|
Allergan
|
|
Media: Amy
Rose
Investors: Daphne
Karydas
|
+1 (862)
289-3072
+1 (862)
261-8006
|
|
|
BofA Merrill
Lynch
|
+44 (0)20 7628
1000
|
US: Thomas Sheehan /
Ivan Farman
UK: Adrian Mee /
Geoff Iles
|
|
Guggenheim
Securities
|
+1 212 901
9371
|
Alan Schwartz / Ken
Springer / Jim Ferency
|
|
ALLERGAN SECURITIES IN ISSUE
In accordance with Rule 2.9 of the Takeover Code, Allergan
announces that, as of March 31, 2018,
it has 339,003,086 ordinary shares of $0.0001 par value each in issue. The
International Securities Identification Number ("ISIN") for the
ordinary shares is IE00BY9D5467.
IMPORTANT NOTICES
The information contained within this announcement is deemed by
Allergan to constitute inside information as stipulated under the
Market Abuse Regulation (EU) No.596/2014 ("MAR"). Upon the
publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the
public domain. The person responsible for arranging for the release
of this announcement on behalf of Allergan is Robert Bailey.
Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary
of Bank of America Corporation, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom is acting
exclusively as financial adviser for Allergan and will not be
responsible to anyone other than Allergan for providing the
protections afforded to its clients or for providing advice in
relation to the matters set out in this announcement.
Guggenheim Securities, LLC ("Guggenheim Securities"), which is
regulated as a broker-dealer by the Financial Industry Regulatory
Authority in the United States, is
acting exclusively as financial adviser for Allergan and will not
be responsible to anyone other than Allergan for providing the
protections afforded to its clients or for providing advice in
relation to the matters set out in this announcement.
DISCLOSURE REQUIREMENTS OF THE TAKEOVER CODE
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm
(London time) on the 10th business
day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Takeover Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as
to whether you are required to make an Opening Position Disclosure
or a Dealing Disclosure.
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SOURCE Allergan plc