Item 7.01. Regulation FD.
As previously disclosed in its Current
Report on Form 8-K filed on June 25, 2019, AbbVie Inc. (“AbbVie”) and Venice Subsidiary LLC (“Acquirer Sub”),
a direct wholly-owned subsidiary of AbbVie, entered into a Transaction Agreement (the “Transaction Agreement”) with
Allergan plc (“Allergan”). The Transaction Agreement provides, among other things, that on the terms and subject to
the conditions set forth therein, Acquirer Sub will acquire (the “Acquisition”) all of the outstanding ordinary shares
of Allergan. As a result, Allergan will become a wholly-owned subsidiary of AbbVie.
In connection with the
Acquisition, Allergan will file a definitive proxy statement (the “Proxy Statement”) with the Securities and
Exchange Commission (the “SEC”).
Profit Forecast Document
As Allergan is an Irish incorporated company,
the Acquisition is subject to the Irish Takeover Panel Act 1997 and Takeover Rules 2013 (the “Irish Takeover Rules”).
Further, because the consideration under the Acquisition includes shares of AbbVie common stock, the Irish Takeover Rules require
that, in the event AbbVie provides earnings guidance (known as a “profit forecast” under the Irish Takeover Rules)
that are relevant to the Acquisition, such profit forecast must be repeated in the Proxy Statement and certain attestations to
that profit forecast must also be provided.
As AbbVie has previously publicly
disclosed a profit forecast for the quarter ending September 30, 2019 and for its financial year ending December 31, 2019,
that profit forecast will be repeated in the Proxy Statement, and will also be enclosed with a letter (the
“Profit Forecast Document”) being mailed to Allergan shareholders with the Proxy Statement.
In addition to setting out such profit
forecast, the Profit Forecast Document includes reports from (1) AbbVie’s reporting accountants, PricewaterhouseCoopers LLP,
1 Embankment Place, London, WC2N 6RH, United Kingdom (“PricewaterhouseCoopers UK”) (the “PricewaterhouseCoopers
UK Report”), confirming that the AbbVie profit forecast has been properly compiled on the basis of the assumptions set forth
in the Profit Forecast Document and the basis of accounting used is consistent with the accounting policies of AbbVie, and (2)
AbbVie’s financial advisor, Morgan Stanley & Co. International plc (“Morgan Stanley”) (the “Morgan
Stanley Report”), confirming that it considers that the AbbVie profit forecast has been made with due care and consideration,
each such report prepared solely for the purposes of complying with Rule 28.3 of the Irish Takeover Rules.
PricewaterhouseCoopers UK has prepared
the PricewaterhouseCoopers UK Report at AbbVie’s request solely to enable AbbVie to meet certain of its obligations pursuant
to the Irish Takeover Rules. The PricewaterhouseCoopers UK Report was prepared in accordance with the Standards for Investment
Reporting issued by the Auditing Practices Board for use in the United Kingdom (the “Applicable Standards”). PricewaterhouseCoopers
UK’s work on the AbbVie profit forecast does not constitute an audit or review in accordance with auditing standards generally
accepted in the United States of America or auditing standards of the Public Company Accounting Oversight Board (United States)
nor does the PricewaterhouseCoopers UK Report constitute an examination, compilation or review under those standards. Accordingly,
it should not be relied upon as if it had been carried out in accordance with those United States standards and practices or any
standards other than the Applicable Standards.
In accordance with the Irish Takeover Rules,
AbbVie is furnishing the PricewaterhouseCoopers UK Report and the Morgan Stanley Report, which are attached as Exhibits 99.1 and
99.2, respectively, to this Current Report on Form 8-K and which are incorporated herein by reference.
Following the consummation of the Acquisition,
AbbVie expects that substantially all of the debt of the combined company will be pari passu. Additionally, AbbVie anticipates
that any new debt securities it issues to finance the Acquisition will be dollar denominated. AbbVie’s credit metrics are
targeted to improve to 2.5x net debt to EBITDA by the end of 2021 and improve in subsequent years.
As provided in General Instruction B.2
of Form 8-K, the information in this Item 7.01 and Exhibits 99.1 and 99.2 incorporated herein shall not be deemed
to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be
deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such a filing.