DUBLIN, Sept. 27, 2019 /PRNewswire/ -- NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
Allergan plc (NYSE: AGN) today announced that, as expected,
Allergan and AbbVie (NYSE: ABBV) have each received a Request for
Additional Information and Documentary Material (Second Request)
from the U.S. 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 Second Request extends the waiting period under the
HSR Act until 30 days after both Allergan and AbbVie have
substantially complied with the Second Request.
Allergan and AbbVie are cooperating fully with the FTC and
continue to expect to close the transaction in early 2020.
Completion of the acquisition, which was announced on
June 25, 2019, remains subject to the
approval of Allergan shareholders and satisfaction of other
customary closing conditions, including expiration or termination
of the waiting period under the HSR Act. Allergan has scheduled two
special shareholder meetings on October 14,
2019 to seek the approval of its shareholders.
About Allergan plc
Allergan plc (NYSE: AGN), headquartered in Dublin, Ireland, is a global pharmaceutical
leader 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 primarily
focused on four key therapeutic areas including medical aesthetics,
eye care, central nervous system and gastroenterology. As part of
its approach to delivering innovation for better patient care,
Allergan has built one of the broadest pharmaceutical and device
research and development pipelines in the industry.
With colleagues and commercial operations located 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.
NO OFFER OR SOLICITATION
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction
pursuant to the acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law. In particular, this communication
is not an offer of securities for sale into the United
States. No offer of securities shall be made in the United States absent registration under
the U.S. Securities Act of 1933, as amended, or pursuant to an
exemption from, or in a transaction not subject to, such
registration requirements. Any securities issued in the acquisition
are anticipated to be issued in reliance upon available exemptions
from such registration requirements pursuant to Section 3(a)(10) of
the U.S. Securities Act of 1933, as amended.
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
definitive Proxy Statement on September 16,
2019 (as may be amended and supplemented, the "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 CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES TO THE
PROPOSED ACQUISITION. Allergan's shareholders and investors are
able to obtain, without charge, a copy of the Proxy Statement,
including the Scheme Document, and other relevant documents filed
with the SEC from the SEC's website at
http://www.sec.gov/edgar.shtml. Allergan's shareholders and
investors may also obtain, without charge, a copy of the Proxy
Statement, including the Scheme Document, and other relevant
documents by contacting MacKenzie Partners Inc., 1407 Broadway –
27th Floor, New York, New
York 10018 or by calling MacKenzie Partners Inc. at (212)
929-5500 (Call Collect) or (800) 322-2885 (Call Toll-Free) or by
emailing MacKenzie Partners at proxy@mackenziepartners.com or by
requesting them in writing or by telephone from Allergan at the
following address, email or telephone number: Allergan plc, 5
Giralda Farms, Madison, New Jersey
07940, Attn: Investor Relations; (862) 261-7000; or
investor.relations@allergan.com, 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
acquisition contemplated by the Proxy Statement. 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 acquisition, including a
description of their direct or indirect interests, by security
holdings or otherwise, is set forth in the Proxy Statement filed
with the SEC on September 16, 2019,
together with any supplemental disclosure thereto. 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 communication 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. These factors 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 communication could cause
AbbVie's plans with respect to Allergan or Abbie's or Allergan'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
communication are therefore cautioned not to place undue reliance
on these forward-looking statements which speak only as at the date
of this communication. Additional information about economic,
competitive, governmental, technological and other factors that may
affect Allergan or AbbVie is set forth in Allergan's and AbbVie's
periodic public filings with the SEC, including, but not limited
to, AbbVie's and Allergan's Annual Report on Form 10-K for the year
ended December 31, 2018, Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2019, Quarterly Report on Form 10-Q for
the quarterly period ended June 30,
2019, and, from time to time, Allergan's and AbbVie's other
investor communications, in each case, the contents of which are
not incorporated by reference into, nor do they form part of, this
communication.
Any forward-looking statements in this communication are based
upon information available to Allergan, AbbVie, and/or their
respective board of directors, as the case may be, as of the date
of this communication and, while believed to be true when made, may
ultimately prove to be incorrect. Subject to any obligations under
applicable law, neither Allergan, AbbVie nor any member of their
respective board 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 Allergan, AbbVie or
their respective board of directors or any person acting on behalf
of any of them are expressly qualified in their entirety by this
paragraph.
Statement Required by the Irish Takeover Rules
The Allergan directors accept responsibility for the information
contained in this announcement. To the best of the knowledge
and belief of the Allergan directors (who have taken all reasonable
care to ensure such is the case), the information contained in this
announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if
any person is, or becomes, 'interested' (directly or indirectly)
in, 1% or more of any class of 'relevant securities' of Allergan or
AbbVie, all 'dealings' in any 'relevant securities' of Allergan or
AbbVie (including by means of an option in respect of, or a
derivative referenced to, any such 'relevant securities') must be
publicly disclosed by not later than 3:30
pm (New York time) on the
'business' day following the date of the relevant acquisition. This
requirement will continue until the date on which the Scheme (as
defined in the Proxy Statement) becomes effective or on which the
'offer period' otherwise ends. If two or more persons co-operate on
the basis of any agreement, either express or tacit, either oral or
written, to acquire an 'interest' in 'relevant securities' of
Allergan or AbbVie, they will be deemed to be a single person for
the purpose of Rule 8.3 of the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules,
all 'dealings' in 'relevant securities' of Allergan by AbbVie or
'relevant securities' of AbbVie by Allergan, or by any party acting
in concert with either of them, must also be disclosed by no later
than 12 noon (New York time) on
the 'business' day following the date of the relevant
acquisition.
A disclosure table, giving details of the companies in whose
'relevant securities' 'dealings' should be disclosed, can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover
Rules, which can also be found on the Irish Takeover Panel's
website. If you are in any doubt as to whether or not you are
required to disclose a dealing under Rule 8, please consult the
Irish Takeover Panel's website at www.irishtakeoverpanel.ie
No Profit Forecast / Asset Valuations
No statement in this announcement is intended to constitute a
profit forecast for any period, nor should any statements be
interpreted to mean that earnings or earnings per share will
necessarily be greater or lesser than those for the relevant
preceding financial periods for AbbVie or Allergan as appropriate.
No statement in this announcement constitutes an asset
valuation.
General
The release, publication or distribution of this announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions (the "Restricted Jurisdictions"). Accordingly,
copies of this announcement and all other documents relating to the
Acquisition are not being, and must not be, released, published,
mailed or otherwise forwarded, distributed or sent in, into or from
any Restricted Jurisdictions. Persons receiving such documents
(including, without limitation, nominees, trustees and custodians)
should observe these restrictions. Failure to do so may constitute
a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies involved
in the Acquisition disclaim any responsibility or liability for the
violations of any such restrictions by any person.
A copy of this announcement will be available, free of charge
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions) on the Allergan website at
www.allergan.com. The contents of the Allergan website
are not incorporated into, and do not form part of, this
announcement.
Any response in relation to the Acquisition should be made only
on the basis of the information contained in the Scheme Document or
any document by which the Acquisition and the Scheme are
made. Allergan shareholders are advised to read carefully the
Scheme Documents.
CONTACTS:
|
Allergan:
|
|
Investors:
|
|
Manisha Narasimhan,
PhD
|
|
(862)
261-7488
|
|
|
|
Media:
|
|
Lisa Brown
|
|
(862)
261-7320
|
View original content to download
multimedia:http://www.prnewswire.com/news-releases/allergan-and-abbvie-receive-second-request-from-federal-trade-commission-on-pending-transaction-300927051.html
SOURCE Allergan plc