NORTH CHICAGO, Ill.,
Nov. 12, 2019 /PRNewswire/ -- AbbVie
Inc. (NYSE:ABBV) ("AbbVie") announced today that it has priced its
previously announced private offering (the "Offering") of senior
unsecured notes in a combined aggregate principal amount of
$30 billion (collectively, the "Notes"). The Notes will be
issued in ten tranches: (i) $750,000,000 in aggregate principal amount
of senior floating rate notes due May
2021, (ii) $750,000,000 in aggregate principal amount
of senior floating rate notes due November
2021, (iii) $750,000,000 in aggregate principal
amount of senior floating rate notes due 2022, (iv)
$1,750,000,000 in aggregate principal
amount of 2.150% senior notes due 2021, (v) $3,000,000,000 in aggregate principal amount
of 2.300% senior notes due 2022, (vi) $3,750,000,000 in aggregate principal amount
of 2.600% senior notes due 2024, (vii) $4,000,000,000 in aggregate principal amount
of 2.950% senior notes due 2026, (viii) $5,500,000,000 in aggregate principal amount
of 3.200% senior notes due 2029, (ix) $4,000,000,000 in aggregate principal amount
of 4.050% senior notes due 2039 and (x) $5,750,000,000 in aggregate principal amount
of 4.250% senior notes due 2049. AbbVie expects that the
closing of the Offering will occur on November 21, 2019,
subject to the satisfaction of customary closing conditions.
The Offering is being conducted in connection with AbbVie's
previously announced acquisition (the "Acquisition") of Allergan
plc ("Allergan"). AbbVie expects to use the net proceeds from the
Offering to fund a portion of the aggregate cash consideration due
to Allergan shareholders in connection with the Acquisition and to
pay related fees and expenses, with any remaining net proceeds
being used for general corporate purposes. The Offering is not
conditioned upon the consummation of the Acquisition. However, if
(i) the Acquisition has not been consummated on or prior to
January 30, 2021 or (ii) prior
to such date, AbbVie notifies the trustee in respect of the
Notes that it will not pursue the consummation of the
Acquisition, then AbbVie will be required to redeem all of the
Notes then outstanding at a special mandatory redemption
price equal to 101% of the aggregate principal amount of the Notes,
plus accrued and unpaid interest, if any, to, but not including,
the applicable special mandatory redemption date.
The Notes have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), any state securities laws
or the securities laws of any other jurisdiction, and may not be
offered or sold in the United
States, or for the benefit of U.S. persons, except pursuant
to an applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and
applicable state securities or blue sky laws. Accordingly, the
Notes are being offered in the United
States only to persons reasonably believed to be "qualified
institutional buyers," as that term is defined under Rule 144A of
the Securities Act, or outside the United
States to non-"U.S. persons" in accordance with Regulation S
under the Securities Act.
A confidential offering memorandum for the Offering of the Notes
has been made available to such eligible persons. The Offering is
being conducted in accordance with the terms and subject to the
conditions set forth in such confidential offering memorandum.
This news release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, the
Notes or any other security. No offer, solicitation, purchase or
sale will be made in any jurisdiction in which such an offer,
solicitation or sale would be unlawful.
About AbbVie
AbbVie is a global, research-driven 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.
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 consummation of the
Offering and the use of proceeds therefrom. 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'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 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 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