NORTH CHICAGO, Ill.,
March 23, 2020 /PRNewswire/
-- AbbVie Inc. (NYSE:ABBV) ("AbbVie") announced today the
extension of the expiration date of the offers to exchange (each,
an "Exchange Offer" and, collectively, the "Exchange Offers") any
and all outstanding notes of certain series issued by Allergan
Finance, LLC ("Allergan Finance"), Allergan, Inc. ("Allergan Inc"),
Allergan Sales, LLC ("Allergan Sales") and Allergan Funding SCS
("Allergan Funding" and, together with Allergan Finance, Allergan
Inc and Allergan Sales, "Allergan") (the "Allergan Notes") for new
notes to be issued by AbbVie (the "AbbVie Notes") and the
related consent solicitations (each, a "Consent Solicitation" and,
collectively, the "Consent Solicitations") being made by AbbVie on
behalf of Allergan to adopt certain amendments to each of the
indentures (each, an "Allergan Indenture") governing the Allergan
Notes. AbbVie hereby extends such expiration date from 5:00 p.m., New York
City time, on March 27, 2020
to 5:00 p.m., New York City time, on April 10, 2020 (as the same may be further
extended, the "Expiration Date").
On the early participation date of November 7, 2019, requisite consents were
received and supplemental indentures were executed eliminating
substantially all of the covenants, restrictive provisions, events
of default and any guarantees of the related Allergan Notes in each
Allergan Indenture. Such supplemental indentures will become
operative only upon settlement of the Exchange Offers.
The Exchange Offers and Consent Solicitations were commenced in
connection with AbbVie's previously announced proposed acquisition
of Allergan plc (the "Acquisition") and are being made pursuant to
the terms and subject to the conditions set forth in the
confidential offering memorandum and consent solicitation
statement, dated October 25, 2019,
and the related letter of transmittal, each as amended by the press
releases dated November 18, 2019,
December 20, 2019, January 27, 2020, February
24, 2020 and March 9, 2020 and
as amended hereby (collectively, the "Offering Documents"), and are
conditioned upon the closing of the Acquisition, which condition
may not be waived by AbbVie, and certain other conditions that may
be waived by AbbVie.
The settlement date for the Exchange Offers is expected to occur
promptly after the Expiration Date and the Expiration Date of
each of the Exchange Offers is expected to be extended to occur on
or about the closing date of the Acquisition. As a result, the
Expiration Date may be further extended one or more times. AbbVie
currently anticipates providing notice of any such extension in
advance of the Expiration Date.
Except as described in this press release, all other terms of
the Exchange Offers and Consent Solicitations remain unchanged.
As of 5:00 p.m., New York City time, on March 20, 2020, the principal amounts of Allergan
Notes set forth in the table below were validly tendered and not
validly withdrawn:
|
Allergan Notes
Tendered as of 5:00 p.m., New York City time, March 20,
2020
|
Title of Series
of
Notes
|
CUSIP
/ ISIN No.
|
Issuer
|
Principal
Amount
Outstanding
|
Principal
Amount
|
Percentage
|
3.375% Senior Notes
due 2020
|
018490AN2
|
Allergan,
Inc.
|
$650,000,000
|
$331,750,000
|
51.04%
|
4.875% Senior Notes
due 2021
|
345838AE6 (144A) /
U3455QAC7
(Reg S)
|
Allergan Sales,
LLC
|
$450,000,000
|
$419,813,000
|
93.29%
|
5.000% Senior Notes
due 2021
|
345838AA4 (144A) /
U3455QAA1
(Reg S)
|
Allergan Sales,
LLC
|
$1,200,000,000
|
$1,101,718,000
|
91.81%
|
3.450% Senior Notes
due 2022
|
00507UAR2
|
Allergan Funding
SCS
|
$2,878,224,000
|
$2,464,384,000
|
85.62%
|
3.250% Senior Notes
due 2022
|
942683AF0
|
Allergan Finance,
LLC
|
$1,700,000,000
|
$1,420,721,000
|
83.57%
|
2.800% Senior Notes
due 2023
|
018490AQ5
|
Allergan,
Inc.
|
$350,000,000
|
$240,729,000
|
68.78%
|
3.850% Senior Notes
due 2024
|
00507UAF8
|
Allergan Funding
SCS
|
$1,036,740,000
|
$916,150,000
|
88.37%
|
3.800% Senior Notes
due 2025
|
00507UAS0
|
Allergan Funding
SCS
|
$3,020,692,000
|
$2,774,929,000
|
91.86%
|
4.550% Senior Notes
due 2035
|
00507UAT8
|
Allergan Funding
SCS
|
$1,789,000,000
|
$1,654,609,000
|
91.98%
|
4.625% Senior Notes
due 2042
|
942683AH6
|
Allergan Finance,
LLC
|
$456,710,000
|
$372,853,000
|
81.64%
|
4.850% Senior Notes
due 2044
|
00507UAH4
|
Allergan Funding
SCS
|
$1,079,360,000
|
$925,070,000
|
85.71%
|
4.750% Senior Notes
due 2045
|
00507UAU5
|
Allergan Funding
SCS
|
$880,956,000
|
$752,316,000
|
85.40%
|
Floating Rate Notes
due 2020
|
XS1909193077
|
Allergan Funding
SCS
|
€700,000,000
|
€544,603,000
|
77.80%
|
0.500% Senior Notes
due 2021
|
XS1622630132
|
Allergan Funding
SCS
|
€750,000,000
|
€545,960,000
|
72.79%
|
1.500% Senior Notes
due 2023
|
XS1909193150
|
Allergan Funding
SCS
|
€500,000,000
|
€411,465,000
|
82.29%
|
1.250% Senior Notes
due 2024
|
XS1622624242
|
Allergan Funding
SCS
|
€700,000,000
|
€582,521,000
|
83.22%
|
2.625% Senior Notes
due 2028
|
XS1909193317
|
Allergan Funding
SCS
|
€500,000,000
|
€419,910,000
|
83.98%
|
2.125% Senior Notes
due 2029
|
XS1622621222
|
Allergan Funding
SCS
|
€550,000,000
|
€506,895,000
|
92.16%
|
Documents relating to the Exchange Offers and Consent
Solicitations will only be distributed to eligible holders of
Allergan Notes who complete and return an eligibility form
confirming that they are either a "qualified institutional buyer"
as defined in Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"), or not a "U.S. person" and outside
the United States within the
meaning of Regulation S under the Securities Act. Except as amended
by the press releases dated November 18,
2019, December 20, 2019,
January 27, 2020, February 24, 2020 and March 9, 2020 and as amended hereby, the complete
terms and conditions of the Exchange Offers and Consent
Solicitations are described in the Offering Documents, copies of
which may be obtained by contacting Global Bondholder Services
Corporation, the exchange agent and information agent in connection
with the Exchange Offers and Consent Solicitations, at (866)
470-3900 (U.S. toll-free) or (212) 430-3774 (banks and brokers).
The eligibility form is available electronically at:
https://gbsc-usa.com/eligibility/abbvie.
This news release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful. The Exchange Offers and Consent Solicitations are being
made solely pursuant to the Offering Documents and only to such
persons and in such jurisdictions as are permitted under applicable
law.
The AbbVie Notes offered in the Exchange Offers have not been
registered under the Securities Act or any state securities laws.
Therefore, the AbbVie Notes may not be offered or sold in
the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws.
Cautionary Statement Regarding Forward-Looking
Information
This news release contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including forward-looking statements with respect
to the Acquisition 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
consummated, the combined group, as well as the expected timing of
completion of the Exchange Offers. 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 Acquisition will not be pursued, failure to obtain necessary
regulatory approvals or required financing or to satisfy any of the
other conditions to the Acquisition, adverse effects on the market
price of AbbVie's shares of common stock and operating results
because of a failure to consummate the Acquisition, failure to
realize the expected benefits of the Acquisition, failure to
promptly and effectively integrate Allergan plc's businesses,
significant transaction costs and/or unknown or inestimable
liabilities, potential litigation associated with the Acquisition
and the combined company's capital structure post-Acquisition and
the nature of any debt issued to fund the Acquisition. These
forward-looking statements are based on numerous assumptions and
assessments made in light of AbbVie'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 news release could cause
AbbVie's plans with respect to Allergan plc or AbbVie'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 news
release are therefore cautioned not to place undue reliance on
these forward-looking statements which speak only as at the date of
this news release. Additional information about economic,
competitive, governmental, technological and other factors that may
affect AbbVie can be found in AbbVie's filings with the SEC,
including the risk factors discussed in AbbVie's most recent Annual
Report on Form 10-K, as updated by its future filings with the
SEC.
Any forward-looking statements in this news release are based
upon information available to AbbVie as of the date of this news
release and, while believed to be true when made, may ultimately
prove to be incorrect. Subject to any obligations under applicable
law, AbbVie undertakes no 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 or any person acting on their
behalf are expressly qualified in their entirety by this
paragraph.
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SOURCE AbbVie