NORTH CHICAGO, Ill.,
Sept. 27, 2019 /PRNewswire/
-- AbbVie (NYSE: ABBV), a research-based global
biopharmaceutical company, today announced that, as expected,
AbbVie and Allergan (NYSE: AGN) have each received a Request for
Additional Information (Second Request) from the Federal Trade
Commission (FTC) in connection with AbbVie's pending acquisition of
Allergan.
The Second Request was issued under notification requirements of
the Hart-Scott Rodino (HSR) Antitrust Improvements Act of 1976, as
amended. The effect of the Second Request is to extend the waiting
period imposed by the HSR Act until 30 days after the parties have
substantially complied with the request, though it is common for
that period to be extended voluntarily by the parties or terminated
sooner by the FTC.
AbbVie and Allergan are cooperating fully with the FTC and
continue to expect to close the transaction in early 2020.
About AbbVie
AbbVie is a global, research and
development-based 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, Facebook, LinkedIn or
Instagram.
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.
Any holder of 1% or more of any class of relevant securities
of AbbVie Inc. may have disclosure obligations under Rule 8.3 of
the Irish Takeover Panel Act, 1997, Takeover Rules 2013."
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
SEC
In connection with the proposed Acquisition, Allergan
has filed with the U.S. Securities and Exchange Commission (the
"SEC") a Proxy Statement, which includes the Scheme Document.
BEFORE MAKING ANY VOTING DECISION, ALLERGAN'S SHAREHOLDERS ARE
URGED TO READ THE PROXY STATEMENT, INCLUDING THE SCHEME DOCUMENT,
AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED ACQUISITION OR INCORPORATED BY
REFERENCE IN THE PROXY STATEMENT (IF ANY) CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE
PARTIES TO THE PROPOSED ACQUISITION. Allergan's shareholders and
investors will be able to obtain, without charge, a copy of the
Proxy Statement, including the Scheme Document, and other relevant
documents filed with the SEC (when available) from the SEC's
website at http://www.sec.gov. Allergan shareholders and investors
will also be able to obtain, without charge, a copy of the Proxy
Statement, including the Scheme Document, and other relevant
documents (when available) by directing a written request to
Allergan plc, Clonshaugh Business and Technology Park, Coolock,
Dublin, D17 E400, Ireland, Attention: Investor Relations, or
from Allergan's website, www.allergan.com.
PARTICIPANTS IN THE SOLICITATION
Allergan and certain
of its directors and executive officers and employees may be
considered participants in the solicitation of proxies from the
shareholders of Allergan in respect of the transactions
contemplated by the Scheme Document. Information regarding the
persons who may, under the rules of the SEC, be deemed participants
in the solicitation of the shareholders of Allergan in connection
with the proposed transactions, including a description of their
direct or indirect interests, by security holdings or otherwise,
will be set forth in the Scheme Document when it is filed with the
SEC. Information regarding Allergan's directors and executive
officers is contained in Allergan's Annual Report on Form 10-K for
the fiscal year ended December 31,
2018 and its Proxy Statement on Schedule 14A, dated
March 22, 2019, which are filed with
the SEC, and certain of Allergan's Current Reports on Form 8-K
filed with the SEC on February 19,
2019, March 22, 2019 and
May 1, 2019.
FORWARD-LOOKING STATEMENTS
This announcement contains
certain forward-looking statements with respect to a possible
acquisition involving AbbVie and Allergan 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 a possible acquisition will not be
pursued, failure to obtain necessary regulatory approvals or
required financing or to satisfy any of the other conditions to the
possible 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 possible acquisition, failure to realize the expected
benefits of the possible acquisition, failure to promptly and
effectively integrate Allergan's businesses, negative effects
relating to the announcement of the possible acquisition or any
further announcements relating to the possible acquisition or the
consummation of the possible 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 possible
acquisition, general economic and business conditions that affect
the combined companies following the consummation of the possible
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
Allergan's plans with respect to AbbVie, Allergan's 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
announcement are therefore cautioned not to place undue reliance on
these forward-looking statements which speak only as at the date of
this announcement. Additional information about economic,
competitive, governmental, technological and other factors that may
affect AbbVie is set forth in Item 1A, "Risk Factors," in AbbVie's
2018 Annual Report on Form 10-K, which has been filed with the SEC,
the contents of which are not incorporated by reference into, nor
do they form part of, this announcement. Additional information
about economic, competitive, governmental, technological and other
factors that may affect Allergan is set forth in Item 1A, "Risk
Factors," in Allergan's 2018 Annual Report on Form 10-K, which has
been filed with the SEC, 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 boards 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 boards 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 boards of directors or any person acting on behalf
of any of them are expressly qualified in their entirety by this
paragraph.
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SOURCE AbbVie