NORTH CHICAGO,
Ill. and DUBLIN, May 5,
2020 /PRNewswire/ -- AbbVie (NYSE: ABBV), a
research-based global biopharmaceutical company, and Allergan plc
(NYSE: AGN), a leading global pharmaceutical company, today
announced that the U.S. Federal Trade Commission (FTC) has accepted
the proposed consent order in connection with AbbVie's pending
acquisition of Allergan. The acceptance by the FTC satisfies all
required antitrust clearances needed to be obtained for the
acquisition of Allergan by AbbVie.
As part of the proposed consent, Allergan has agreed to divest
brazikumab, an investigational IL-23 inhibitor in development for
autoimmune diseases, to AstraZeneca and Zenpep, a treatment for
exocrine pancreatic insufficiency due to cystic fibrosis and other
conditions, to Nestle. Nestle also will be acquiring Viokace,
another pancreatic enzyme preparation, as part of the same
transaction.
Additionally, AbbVie and Allergan have amended their Transaction
Agreement to provide that only one Allergan Director will join the
AbbVie board following close. Allergan's current Chairman and CEO
Brent Saunders has elected not to
join the AbbVie Board to provide more flexibility to pursue other
opportunities in the sector.
The closing of the acquisition remains subject to other
customary closing conditions set forth in the transaction agreement
and Irish High Court approval. A
hearing is scheduled for May 6, 2020.
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. For more information
about AbbVie, please visit us at www.abbvie.com. Follow @abbvie on
Twitter or view careers on our Facebook or LinkedIn page.
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.
About Zenpep
ZENPEP® (pancrelipase) is a prescription
medication for people who cannot digest food normally because their
pancreas does not make enough enzymes. ZENPEP may help your
body use fats, proteins, and sugars from food. ZENPEP contains a
mixture of digestive enzymes (lipases, proteases, and amylases)
from pig pancreas. In clinical studies, individuals with exocrine
pancreatic insufficiency associated with cystic fibrosis absorbed
more fat from foods than those treated with a placebo.
About Brazikumab
Brazikumab is a monoclonal antibody
that binds to the IL23 receptor and is in development for Crohn's
Disease and Ulcerative Colitis with a companion biomarker.
Brazikumab selectively blocks the IL23 immune signal, preventing
intestinal inflammation. The Phase IIb/III INTREPID program is
underway to assess brazikumab compared to placebo or adalimumab in
Crohn's Disease. The Phase II EXPEDITION trial is underway to
assess brazikumab compared to placebo or vedolizumab in Ulcerative
Colitis.
Forward-Looking Statements
This announcement
contains certain forward-looking statements, including with respect
to the pending 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 the pending acquisition will not
be pursued, failure to satisfy any of the conditions to the pending
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
pending acquisition, failure to realize the expected benefits of
the pending acquisition, failure to promptly and effectively
integrate Allergan's businesses, negative effects relating to the
announcement of the pending acquisition or any further
announcements relating to the pending acquisition or the
consummation of the pending 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 pending
acquisition, general economic and business conditions that affect
the combined companies following the consummation of the pending
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, competitive
developments and the impact of public health outbreaks, epidemics
or pandemics, such as COVID-19. 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
AbbVie's plans with respect to Allergan or AbbVie'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
announcement are therefore cautioned not to place undue reliance on
these forward-looking statements which speak only as of the date of
this announcement. Additional information about economic,
competitive, governmental, technological and other factors that may
affect AbbVie or Allergan is set forth in AbbVie's or Allergan's
periodic public filings with the U.S. Securities and Exchange
Commission, including, but not limited to, AbbVie's and
Allergan's Annual Report on Form 10-K for the year ended
December 31, 2019 and, from time to
time, AbbVie's and Allergan's other investor communications, in
each case, 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 board 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 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 AbbVie, Allergan or
their respective board of directors or any person acting on behalf
any of them are expressly qualified in their entirety by this
paragraph.
Statement Required by Irish Takeover Rules
The
directors of AbbVie Inc. accept responsibility for the information
contained in this announcement other than that relating to Allergan
plc and its subsidiaries and/or the directors of Allergan and
members of their immediate families, related trusts, and persons
connected with them. 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 for which they accept
responsibility is in accordance with the facts and does not
omit anything likely to affect the import of such
information.
The directors of Allergan accept responsibility for the
information contained in this announcement relating to Allergan and
its subsidiaries and/or the directors of Allergan and members of
their immediate families, related trusts, and persons connected
with them. 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.
Any holder of 1% or more of any class of relevant securities
of Allergan plc or AbbVie Inc. may have disclosure obligations
under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover
Rules 2013.
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SOURCE AbbVie