NORTH CHICAGO, Ill.,
Nov. 7, 2019 /PRNewswire/ -- AbbVie
Inc. (NYSE:ABBV) ("AbbVie") announced today that the requisite
number of consents have been received to adopt certain proposed
amendments (the "Amendments") with respect to 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 results are based on (i) early tenders in
the offers to exchange (each an Exchange Offer" and, collectively,
the "Exchange Offers") any and all Allergan Notes (as defined
below) for new notes to be issued by AbbVie (the "AbbVie Notes")
and (ii) early delivery of consents in the related consent
solicitations (each, a "Consent Solicitation" and, collectively,
the "Consent Solicitations") being made by AbbVie on behalf of
Allergan to adopt the Amendments to each of the indentures
(each, an "Allergan Indenture") governing the Allergan Notes.
The applicable Allergan obligors have executed a supplemental
indenture with respect to each Allergan Indenture implementing the
Amendments. The Amendments will become operative only upon
settlement of the Exchange Offers. The settlement date is expected
to occur promptly after the Expiration Date (as defined below),
which is expected to be on or about the closing date of AbbVie's
previously announced proposed acquisition of Allergan (the
"Acquisition").
As of 5:00 p.m., New York City time, on November 7, 2019 (the "Early Participation
Date"), the principal amounts of Allergan Notes set forth in the
table below were validly tendered and not validly withdrawn (and
consents thereby validly given and not validly revoked). For each
$1,000 principal amount of Allergan
USD Notes (as defined below) or €1,000 principal amount of Allergan
Euro Notes (as defined below) validly tendered and not validly
withdrawn at or prior to the Early Participation Date, eligible
holders will be eligible to receive an early participation payment
of $1.00 or €1.00, as applicable, in
cash (the "Early Participation Payment"). The Early Participation
Payment will be paid on the settlement date for the Exchange Offers
to the noteholder of record on the Early Participation Date, even
if such noteholder is no longer the noteholder of record of such
Allergan Notes on the settlement date. In addition, for each
$1,000 principal amount of Allergan
USD Notes or €1,000 principal amount of Allergan Euro Notes validly
tendered and not validly withdrawn prior to the Expiration Date,
eligible holders will be eligible to receive $1,000 principal amount of the AbbVie USD Notes
of the applicable series or €1,000 principal amount of the AbbVie
Euro Notes of the applicable series, as applicable (the "Exchange
Consideration"). The total consideration consists of (a) the
Exchange Consideration plus (b) the Early Participation Payment
(collectively, the "Total Consideration").
After the Early Participation Date, tendered Allergan Notes may
be withdrawn. However, to be eligible to receive the Exchange
Consideration component of the Total Consideration, such withdrawn
Allergan Notes must be validly re-tendered and not validly
withdrawn at or prior to the Expiration Date. A valid withdrawal of
the tendered Allergan Notes will not be deemed a revocation of the
related consents and such consents will continue to be deemed
delivered.
|
Allergan Notes
Tendered at Early
Participation Date
|
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
|
$340,664,000
|
52.41%
|
4.875% Senior Notes
due 2021
|
345838AE6
(144A) /
U3455QAC7
(Reg S)
|
Allergan Sales,
LLC
|
$450,000,000
|
$423,873,000
|
94.19%
|
5.000% Senior Notes
due 2021
|
345838AA4
(144A) /
U3455QAA1
(Reg S)
|
Allergan Sales,
LLC
|
$1,200,000,000
|
$1,170,950,000
|
97.58%
|
3.450% Senior Notes
due 2022
|
00507UAR2
|
Allergan Funding
SCS
|
$2,878,224,000
|
$2,582,487,000
|
89.73%
|
3.250% Senior Notes
due 2022
|
942683AF0
|
Allergan Finance,
LLC
|
$1,700,000,000
|
$1,421,794,000
|
83.63%
|
2.800% Senior Notes
due 2023
|
018490AQ5
|
Allergan,
Inc.
|
$350,000,000
|
$241,431,000
|
68.98%
|
3.850% Senior Notes
due 2024
|
00507UAF8
|
Allergan Funding
SCS
|
$1,036,740,000
|
$939,589,000
|
90.63%
|
3.800% Senior Notes
due 2025
|
00507UAS0
|
Allergan Funding
SCS
|
$3,020,692,000
|
$2,838,138,000
|
93.96%
|
4.550% Senior Notes
due 2035
|
00507UAT8
|
Allergan Funding
SCS
|
$1,789,000,000
|
$1,657,669,000
|
92.66%
|
4.625% Senior Notes
due 2042
|
942683AH6
|
Allergan Finance,
LLC
|
$456,710,000
|
$385,538,000
|
84.42%
|
4.850% Senior Notes
due 2044
|
00507UAH4
|
Allergan Funding
SCS
|
$1,079,360,000
|
$991,322,000
|
91.84%
|
4.750% Senior Notes
due 2045
|
00507UAU5
|
Allergan Funding
SCS
|
$880,956,000
|
$821,647,000
|
93.27%
|
Floating Rate Notes
due 2020
|
XS1909193077
|
Allergan Funding
SCS
|
€700,000,000
|
€527,283,000
|
75.33%
|
0.500% Senior Notes
due 2021
|
XS1622630132
|
Allergan Funding
SCS
|
€750,000,000
|
€632,032,000
|
84.27%
|
1.500% Senior Notes
due 2023
|
XS1909193150
|
Allergan Funding
SCS
|
€500,000,000
|
€454,156,000
|
90.83%
|
1.250% Senior Notes
due 2024
|
XS1622624242
|
Allergan Funding
SCS
|
€700,000,000
|
€588,537,000
|
84.08%
|
2.625% Senior Notes
due 2028
|
XS1909193317
|
Allergan Funding
SCS
|
€500,000,000
|
€434,730,000
|
86.95%
|
2.125% Senior Notes
due 2029
|
XS1622621222
|
Allergan Funding
SCS
|
€550,000,000
|
€452,463,000
|
82.27%
|
The Exchange Offers and Consent Solicitations 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 (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.
Each Exchange Offer will expire at 11:59 p.m., New York City time, on November 22, 2019 (as the same may be extended,
the "Expiration Date"), unless terminated. Each Consent
Solicitation expired at the Early Participation Date. 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, which is expected to
occur in early 2020. As a result, the Expiration Date may be
extended one or more times. AbbVie currently anticipates providing
notice of any such extension in advance of the Expiration
Date.
In this news release, references to the "Allergan Euro Notes"
collectively refer to (i) the Floating Rate Notes due 2020 issued
by Allergan Funding, (ii) the 0.500% Senior Notes due 2021
issued by Allergan Funding, (iii) the 1.500% Senior Notes due
2023 issued by Allergan Funding, (iv) the 1.250% Senior Notes due
2024 issued by Allergan Funding, (v) the 2.625% Senior Notes due
2028 issued by Allergan Funding and (vi) the 2.125% Senior Notes
due 2029 issued by Allergan Funding. References to the "Allergan
USD Notes" collectively refer to (i) the 3.375% Senior Notes
due 2020 issued by Allergan Inc, (ii) the 4.875% Senior Notes
due 2021 issued by Allergan Sales, (iii) the 5.000% Senior
Notes due 2021 issued by Allergan Sales, (iv) the 3.450% Senior
Notes due 2022 issued by Allergan Funding, (v) the 3.250% Senior
Notes due 2022 issued by Allergan Finance, (vi) the 2.800% Senior
Notes due 2023 issued by Allergan Inc, (vii) the 3.850% Senior
Notes due 2024 issued by Allergan Funding, (viii) the 3.800% Senior
Notes due 2025 issued by Allergan Funding, (ix) the 4.550% Senior
Notes due 2035 issued by Allergan Funding, (x) the 4.625% Senior
Notes due 2042 issued by Allergan Finance, (xi) the 4.850% Senior
Notes due 2044 issued by Allergan Funding and (xii) the 4.750%
senior notes due 2045 issued by Allergan Funding. The Allergan USD
Notes and the Allergan Euro Notes are referred to herein
collectively as the "Allergan Notes."
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. 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. Holders of Allergan Notes
that are not eligible holders will not be able to receive such
documents, but AbbVie will make alternative arrangements available,
subject to applicable law. Such holders should contact Global
Bondholder Services Corporation to receive information about
arrangements available to them.
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 Quarterly Reports on Form
10-Q and 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 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 or any person acting on their
behalf are expressly qualified in their entirety by this
paragraph.
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SOURCE AbbVie