Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 21, 2 020 (April 21, 2020)

ALLERGAN PLC

(Exact name of Registrant as specified in its charter)

Ireland

001-36867

98-1114402

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Clonshaugh Business and Technology Park

Coolock, Dublin, D17 E400, Ireland

(Address of principal executive offices)

(862) 261-7000

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Share, par value $0.0001 per share	AGN	New York Stock Exchange
Floating rate notes due 2020	AGN20A	New York Stock Exchange
0.500% notes due 2021	AGN21	New York Stock Exchange
1.500% notes due 2023	AGN23A	New York Stock Exchange
1.250% notes due 2024	AGN24A	New York Stock Exchange
2.625% notes due 2028	AGN28	New York Stock Exchange
2.125% notes due 2029	AGN29	New York Stock Exchange

Item 5.04.

Temporary Suspension of Trading Under Registrant’s Employee Benefit Plan.

On April 21, 2020, Allergan plc (“Allergan”) sent a notice (the “Blackout Notice”) to its directors and its officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (“Section 16”), informing them that, in connection with the previously announced transaction whereby Venice Subsidiary, LLC, a Delaware corporation, a direct wholly owned subsidiary of AbbVie Inc. (“AbbVie”), will acquire Allergan (the “transaction”) pursuant to a scheme of arrangement (the “Scheme”) under Chapter 1 of Part 9 of the Irish Companies Act 2014 (the “Act”) and a capital reduction under Section 84 to 86 of the Act, a blackout may be imposed during which they would be subject to certain trading restrictions with respect to ordinary shares of Allergan (“Allergan Shares”) and certain related derivative securities.

Section 306(a) of the Sarbanes-Oxley Act and Regulation BTR (i.e., the Blackout Trading Restriction) promulgated by the U.S. Securities and Exchange Commission requires such a blackout because, in the event the acquisition is consummated, participants in the Allergan Retirement 401(k) Plan (the “401(k) Plan”) will be prohibited, during a period of more than three consecutive business days, from disposing of or acquiring any additional interest in the portion of the 401(k) Plan that may be invested in Allergan Shares (and, after the completion, the AbbVie shares) and from obtaining distributions or loans in respect of either stock fund.

During the blackout period (if it occurs), directors and Section 16 officers will be prohibited from directly or indirectly purchasing, selling, acquiring or transferring any Allergan Shares or derivative securities with respect to Allergan Shares acquired in connection with their service or employment as a director or Section 16 officer of Allergan, except for certain limited exceptions.

The blackout period could begin as early as the week of May 3, 2020 or shortly thereafter and is expected to end before or during the week of May 31, 2020.

During such period, directors and Section 16 officers may obtain, without charge, information as to whether the blackout period has begun or ended from:

Judith Tomkins

Senior Corporate Counsel

31 Penn Plaza

132 W. 31st Street, 13th Floor

New York, NY 10001

(212) 277-6825

Inquiries from directors and Section 16 officers about the blackout period generally may be directed to that same person.

During and for a period of two years after the ending date of the blackout period (if it occurs), Allergan shareholders or other interested parties may obtain, without charge, information about the actual beginning and ending dates of the blackout period by contacting:

Fidelity Investments

1 (800) 835-5095

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Item 8.01.

Other Matters.

The Irish High Court (the “Court”) has set May 6, 2020 at 11:00 AM (Irish time) to hear Allergan’s application to sanction the Scheme (and to confirm the associated capital reduction) under the transaction. Any interested party can obtain copies of the relevant court papers, or details in relation to the conduct of the hearing, by writing to Allergan’s Irish solicitors at the following address: Arthur Cox, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland (Ref: JWB/DTB). The Court has directed that any interested party intending to appear at the Court hearing should provide written notice to Allergan’s Irish solicitors (at the address above), and should file any affidavits in support of any such appearance, by no later than 5:30 PM (Irish time) on May 1, 2020.

In addition to being subject to the Court’s approval, the pending transaction continues to be reviewed by the United States Federal Trade Commission (“FTC”). If FTC clearance isn’t received by the date of the Court hearing to sanction the Scheme, then Allergan will ask the Court at the May 6 hearing to adjourn the proceedings to sanction the Scheme until a date following receipt of clearance by the FTC.

The pending transaction is expected to close shortly after the Court issues an order sanctioning the Scheme.

Item 9.01.

Financial Statements and Exhibits.


Exhibit Number		Description

	99.1	Blackout Notice, dated April 21, 2020, provided to directors and Section 16 officers of Allergan.

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

FORWARD-LOOKING STATEMENTS

This report contains certain forward-looking statements, including with respect to the pending acquisition involving AbbVie and Allergan, Allergan’s divestitures of brazikumab and Zenpep 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 divestitures and/or the pending acquisition will not be pursued, failure to obtain necessary regulatory approvals or required financing or to satisfy any of the other conditions to the pending acquisition or divestitures, 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 or divestitures, failure to realize the expected benefits of the pending acquisition or divestitures, failure to promptly and effectively integrate Allergan’s businesses, negative effects relating to the announcement of the pending acquisition or divestitures or any further announcements relating to the pending acquisition or divestitures or the consummation of the pending acquisition or divestitures 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 or divestitures, 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 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

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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 report 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 report are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this report. Additional information about economic, competitive, governmental, technological and other factors that may affect AbbVie or Allergan is set forth in AbbVie’s and 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 report.

Any forward-looking statements in this report 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 report 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 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 report. 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 report for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.