If you have an ad-blocker enabled you may be blocked from proceeding. (iii)Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Allergan Material Adverse Effect, each Allergan Benefit Plan that is intended to be qualified under Section401(a) of the Code has received a current favorable determination from the Internal Revenue Service or may rely upon a current opinion or advisory letter from the Internal Revenue Service and, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued. "Acquisition" means the proposed acquisition by Acquirer Sub of Allergan by means of the Scheme or the Takeover Offer (and any such Scheme or Takeover Offer as it may be revised, amended or extended from time to time), including the issuance by AbbVie of the aggregate Share Consideration and payment by Acquirer Sub of the aggregate Cash Consideration pursuant to the Scheme or the Takeover Offer, in each case, as described in this Rule 2.5 Announcement and provided for in the Transaction Agreement. As of the date of this Agreement, there are no outstanding obligations of Allergan or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Equity Securities of Allergan or its Subsidiaries. Takeda's Qdenga nears approval in EU, and beyond, thanks to special regulatory pathway. "Irish Takeover Rules" or "Takeover Rules" means the Irish Takeover Panel Act, 1997, Takeover Rules 2013. Financial details of the two deals have not been disclosed. the largest pharmaceutical acquisition since 1999. Before the merger, Allergan shareholders will receive 11.3 shares of the combined company for each share they own. 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. "ERISA Affiliate" means any Person that, together with any member of the Allergan Group, is (or at any relevant time has or would be) treated as a single employer under Section414 of the Code. (c)Each of the Parties acknowledges that the agreements contained in this Section9.2are an integral part of the Acquisition and that the Reverse Termination Payment is not a penalty, but rather is a reasonable amount that will compensate Allergan in the circumstances in which such payment is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Acquisition, which amount would otherwise be impossible to calculate with precision. The bases of belief (including sources of information and assumptions made) that support the expected synergies and other cost reductions are set out in the following paragraphs. (ii)All of the issued and outstanding Equity Securities of Acquirer Sub is, and at the Effective Time will be, owned, directly or indirectly, by AbbVie, and there are no other Equity Securities of Acquirer Sub. "Court Meeting" means the meeting or meetings of the Allergan Shareholders or, if applicable, the meeting or meetings of any class or classes of Allergan Shareholders (and, in each case, any adjournment or postponement thereof) convened by (i) resolution of the Allergan Board or (ii) order of the High Court, in either case, pursuant to Section450 of the Act to consider and, if thought fit, approve the Scheme (with or without amendment). Upon completion of the transaction, AbbVie will continue to be incorporated in Delaware as AbbVie Inc. and have its principal executive offices in North Chicago, Ill. AbbVie will continue to be led by Richard A. Gonzalez as chairman and chief executive officer. In fact, after Bristol-Myers Squibb (, ) in another pharma mega-merger, CEO Rick Gonzalez was asked about the possibility for a similar large acquisition by AbbVie. (s)Required Vote of Allergan Shareholders. (b)The Allergan Equity Award Holder Proposal shall be despatched as a joint letter from Allergan and AbbVie and the Parties shall reasonably agree to the final form of the letter to be issued in respect of the Allergan Equity Award Holder Proposal and all other documentation necessary to effect the Allergan Equity Award Holder Proposal. "Registrar of Companies" or "Irish Registrar of Companies" means the Registrar of Companies in Dublin, Ireland. The parts of the Scheme Document and any related documents for which the Allergan Directors are responsible under the Takeover Rules and any related filings for which the Allergan Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. The company also has a very risky pipeline that has suffered numerous setbacks over just the past year. Effect of the Scheme on Allergan Options and Allergan Share Awards. Section7.1Access to Information; Confidentiality; Notices of Certain Events. Out of these Orilissa is designed to treat endometriosis while the last two are for fighting cancer. Without an acquisition, shareholders may have pushed the company for significant changes including possibly a breakup of the company. As at the close of business on June 21, 2019 (being the last practicable date prior to the release of this announcement), Morgan Stanley & Co. LLC, financial adviser to AbbVie and any person (other than an exempt principal trader or an exempt fund manager) controlling, controlled by, or under the same control as, Morgan Stanley & Co. LLC was interested in, or held short positions in, the Allergan securities set out in Appendix I to this announcement. This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement, and each Party may enter into this Agreement by executing a counterpart and delivering it to the other Party (by hand delivery, facsimile process, e-mail or otherwise). Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. In particular, this announcement is not an offer of securities for sale into the United States. (v)To the knowledge of Allergan, no officer, director, or employee of Allergan or any of its Subsidiaries is a Government Official. Each of J.P. Morgan Securities LLC and the Independent Allergan Directors have confirmed in writing to the Panel that, in the opinion of J.P. Morgan Securities LLC and the Independent Allergan Directors (respectively), in the context of the note to Rule 21.2 of the Takeover Rules and the Acquisition, the Expenses Reimbursement Agreement is in the best interests of the Allergan Shareholders. 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. There are no outstanding bonds, debentures, notes or other indebtedness of Allergan having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Allergan have the right to vote. Morgan Stanley & Co International plc (the "Financial Adviser")
"FCPA" means the United States Foreign Corrupt Practices Act of 1977. Section10.1Announcements. Title: Senior Vice President, Chief Financial Officer. To the best of the knowledge and belief of the AbbVie Directors (who have taken all reasonable care to ensure that 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. Section4.4Reasonable Best Efforts. Name: A. Robert D. Bailey
(iv)Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (y)Takeover Statutes. None of the individuals set forth in Section1.1(a) of the Allergan Disclosure Schedule or Section1.1(a) of the AbbVie Disclosure Schedule shall have any personal liability or obligations regarding such knowledge. "FDA" means the United States Food and Drug Administration. AbbVie's acquisition of Allergan was announced in June 2019, in a deal with equity value of $63 billion. Completion shall take place at 9:00 a.m., New York City time, on a date to be selected by AbbVie in consultation with Allergan as promptly as reasonably practicable following, but not later than the third Business Day (or such shorter period of time as remains before 5:00 p.m., New York City time, on the End Date) after, the satisfaction or, in the sole discretion of the applicable Party, waiver (where applicable) of all of the Conditions ("Completion Date") (other than those Conditions that by their nature are to be satisfied at the Completion Date, but subject to the satisfaction or waiver of such Conditions at the Completion Date) with the exception of Condition 2(iv) (but subject (where applicable) to the satisfaction or waiver (where applicable) of such Condition) or at such other date and/or time as may be mutually agreed to by AbbVie and Allergan in writing, it being agreed that, only if reasonably practicable, Completion shall take place on the date that Condition 2(iii) is satisfied. (b)Responding to Allergan Alternative Proposals. Subscription management. In fact, after Bristol-Myers Squibb (BMY) announced it was buying Celgene (CELG) in another pharma mega-merger, CEO Rick Gonzalez was asked about the possibility for a similar large acquisition by AbbVie. Section5.1Conduct of Business by Allergan. 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 at the date of this announcement. (iii)to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to an Allergan Alternative Proposal. (d)Fiduciary Exception to Allergan Change of Recommendation Provision. If Allergan fails to obtain such tail policy prior to the Effective Time, AbbVie shall obtain such a tail policy; provided, however, that the premium for such tail policy shall not be required to exceed the Maximum Premium; provided, further, that if such tail policy cannot be obtained or can be obtained only by paying a premium in excess of the Maximum Premium, AbbVie shall only be required to obtain as much coverage as can be obtained by paying a premium equal to the Maximum Premium. A copy of the Transaction Agreement is appended to this announcement at Appendix VI and a summary of the . 5. 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 (IF ANY) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES TO THE PROPOSED ACQUISITION. The estimates should therefore be read in conjunction with the bases and assumptions for these synergy numbers which are set out in Appendix I of this announcement. Neither Allergan nor any of its Subsidiaries is a party to any agreement with respect to the voting of any Equity Securities of Allergan. In giving the confirmation set out in this letter, we have reviewed the work carried out by PricewaterhouseCoopers LLP, and have discussed with them the conclusions stated in their report dated 25 June 2019 addressed to yourselves and ourselves in this matter. |
(iii)The execution, delivery and performance by Allergan of this Agreement and the Expenses Reimbursement Agreement and the consummation of the transactions contemplated hereby (including the Acquisition) and thereby do not and will not (A) contravene, conflict with, or result in any violation or breach of any provision of the Organizational Documents of Allergan, (B) assuming compliance with the matters referred to in Section6.1(A)(d)(ii)and receipt of the Allergan Shareholder Approval, contravene, conflict with or result in any violation or breach of any provision of any applicable Law, (C) assuming compliance with the matters referred to in Section6.1(A)(d)(ii) and receipt of the Allergan Shareholder Approval, require any Clearance or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Allergan or any of its Subsidiaries is entitled under, any provision of any Allergan Permit or any Contract binding upon Allergan or any of its Subsidiaries or any Clearance (including Clearances required by Contract) affecting, or relating in any way to, the assets or business of Allergan and its Subsidiaries, or (D) result in the creation or imposition of any Lien on any asset of Allergan or any of its Subsidiaries, except, in the case of each of clauses (B) through (D), as has not had and would not reasonably be expected to have, individually or in the aggregate, an Allergan Material Adverse Effect. My focus is on mid-and large-cap companies that have strong fundamentals that allow it to consistently deliver high capital returns over the long-term. (w)Finders or Brokers. While the company is still likely to maintain an investment grade credit rating, this load will limit future actions by the company as it seeks to quickly deleverage by as much as $18 billion by 2021. Copyright 2022 AbbVie Inc. North Chicago, Illinois, U.S.A. AbbVie shall take all action necessary to cause Acquirer Sub to perform its obligations under this Agreement and to consummate the Acquisition on the terms and subject to the conditions set forth in this Agreement. North Chicago, IL 60064
Acquirer Sub has not held any assets, engaged in any activities or conducted any business prior to the date of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Acquisition and the other transactions contemplated by this Agreement. Humira maker AbbVie is set to acquire Botox maker Allergan in another move toward consolidation for the pharmaceutical industry. Allergan is a company in decline with glaring concerns in its drug portfolio. The deal will also exacerbate competitive problems that . To the knowledge of Allergan and as of the date of this Agreement, since January 1, 2017, there have been no transactions, or series of related transactions, agreements, arrangements or understandings in effect, nor are there any currently proposed transactions, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K that have not been otherwise disclosed in the Allergan SEC Documents filed prior to the date hereof. In connection with such matters, Morgan Stanley and its directors, officers, employees and agents will not regard any other person as its client, nor will it be responsible to anyone other than AbbVie for providing the protections afforded to their clients or for providing advice in connection with the matters described in this announcement or any matter referred to herein. (a) Each Party confirms that its respective board of directors (or a duly authorized committee thereof) has approved the contents and release of the Rule 2.5 Announcement. Previously, the company has worked towards reducing its dependence on Humira by building up its pipeline. (lead financial advisor to AbbVie), J.P. Morgan Securities LLC
(b)Allergan undertakes, if so reasonably requested by AbbVie to, as promptly as practicable, provide its written consent to AbbVie and to the Panel in respect of any application made by AbbVie to the Panel: (i)to redact any commercially sensitive or confidential information specific to AbbVie's financing arrangements for the Acquisition ("AbbVie Financing Information") from any documents that AbbVie is required to display pursuant to Rule 26(b)(xi) of the Takeover Rules; (ii)for a derogation from the requirement under the Takeover Rules to disclose AbbVie Financing Information in the Scheme Document, any supplemental document or other document sent to Allergan Shareholders or the holders of the Allergan Options or Allergan Share Awards pursuant to the Takeover Rules; (iii)for a derogation from Rule 16.1 and/or 20.1 of the Takeover Rules to permit AbbVie to implement, and to pay fees to lenders in connection with, its Financing and syndication arrangements with respect to its Financing, and to provide information to lenders and prospective lenders on such terms as the Panel may permit; and. This Agreement has been duly and validly executed and delivered by AbbVie and Acquirer Sub and, assuming this Agreement constitutes the valid and binding agreement of Allergan, constitutes the valid and binding agreement of AbbVie and Acquirer Sub, enforceable against AbbVie and Acquirer Sub in accordance with its terms, subject to the Equitable Exceptions. for Bristol-Myers themselves. "Allergan Share Plans" means, collectively, the Allergan, Inc. 2008 Equity Plan, the Forest Laboratories, LLC 2007 Equity Incentive Plan, the Amended and Restated Allergan 2011 Incentive Award Plan, the Amended and Restated 2013 Incentive Award Plan of Allergan, the Kythera Biopharmaceuticals, Inc. 2012 Equity Incentive Plan, the Warner Chilcott Equity Incentive Plan, the ZELTIQ Aesthetics, Inc. 2012 Stock Plan, and any other equity-based incentive plan maintained by Allergan or assumed by Allergan in connection with prior acquisitions. VENICE SUBSIDIARY, LLC by its authorized signatory: /s/ Scott T. Reents
This was a potential blockbuster drug that the company hoped would bring in $1-$2 billion in peak sales and its failure showed just how fragile Allergans pipeline is. "U.S."or "United States" means the United States, its territories and possessions, any State of the United States and the District of Columbia, and all other areas subject to its jurisdiction. Section4.5 Amendment of Articles. (b)Prior to the Effective Time, each of the Parties shall cooperate with the other Party in taking, or causing to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part under applicable Laws and rules and policies of the NYSE to enable the de-listing of Allergan Shares from the NYSE and the deregistration of Allergan Shares and other securities of Allergan under the Exchange Act as promptly as practicable after the Effective Time; providedthat such delisting and deregistration shall not be effective until after the Effective Time. Any response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Documents or any document by which the Acquisition and the Scheme are made. While AbbVies stock has not performed well, it has made progress in 2019 including the aforementioned launch of Skyrizi along with more approvals for Imbruvica and Venclexta. He is known for his merger and acquisition activity, having helped oversee the merger between pharmaceutical companies Merck and Schering-Plough, the acquisition of Bausch + Lomb by Valeant Pharmaceuticals, and the $63 billion acquisition of Allergan by Abbvie. The Statements are subject to uncertainty as described in this document and our work did not involve any independent examination of any of the financial or other information underlying the Statements. "Takeover Offer" means an offer in accordance with Section 3.6 of the Transaction Agreement for the entire issued share capital of Allergan (other than any Allergan Shares beneficially owned by AbbVie or any member of the AbbVie Group (if any) and any Allergan Shares held by any member of the Allergan Group) including any amendment or revision thereto pursuant to the Transaction Agreement, the full terms of which would be set out in the Takeover Offer Document or (as the case may be) any revised offer documents. AbbVie shall have provided Allergan with the necessary offer to purchase, offer to exchange, consent solicitation statement, letter of transmittal, press release, if any, in connection therewith, and each other document relevant to the transaction that will be distributed by AbbVie in the applicable Allergan Note Offers and Consent Solicitations (collectively, the "Debt Offer Documents") a reasonable period of time in advance of commencing the applicable Allergan Note Offers and Consent Solicitations to allow Allergan and its counsel to review and comment on such Debt Offer Documents, and AbbVie shall give reasonable and good faith consideration to any comments made or input provided by Allergan and its legal counsel. Drugmaker AbbVie Inc has won U.S. antitrust approval to buy Botox maker Allergan, a blockbuster $63 billion deal when it was announced last year, the companies said on Tuesday.