Allergan Announces Commencement of Mailing

Allergan Announces Commencement of Mailing

September 17, 2019 353

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

Allergan plc today announced, for the purposes of the Irish Takeover Panel Act, 1997, Takeover Rules 2013 (the "Irish Takeover Rules"), that the definitive proxy statement of Allergan (the "Proxy Statement"), which also constitutes a scheme circular under Irish law, is being sent as of September 16, 2019 to Allergan shareholders.

As previously announced on June 25, 2019, AbbVie Inc. and Allergan entered into a definitive transaction agreement pursuant to which AbbVie will acquire Allergan in a cash and stock transaction for a transaction equity value of approximately $63 billion, based on the closing price of AbbVie's common stock of $78.45 on June 24, 2019 (the "Acquisition").  The Acquisition will be effected by means of a "scheme of arrangement" under Chapter 1 of Part 9 of the Irish Companies Act of 2014.

The Proxy Statement, which also constitutes a scheme circular required under Irish law, contains important information about the Acquisition for Allergan shareholders, as well as instructions on voting online, by mail, by telephone or in person.

In accordance with Rule 28 of the Irish Takeover Rules, Allergan shareholders will today also be sent two separate documents, one document containing profit forecasts that have been made by AbbVie (in the form of earnings guidance for the financial year ended December 31, 2019) together with the reports thereon prepared solely for the purposes of complying with Rule 28.3 of the Irish Takeover Rules and a second document containing: (i) a profit forecast that has been made by Allergan (in the form of earnings guidance for the financial year ended December 31, 2019) together with the reports thereon prepared solely for the purposes of complying with Rule 28.3 of the Irish Takeover Rules; and (ii) certain confirmations relating to management incentivisation arrangements for the purposes of Rule 16.2 of the Irish Takeover Rules.

A copy of the Proxy Statement is also being sent to the holders of outstanding Allergan options and/or other equity based awards under the Allergan share plans for information purposes only to satisfy Irish legal requirements.

Copies of the documents referred to above, and all of the documents required to be made available for inspection in accordance with Rule 26 of the Irish Takeover Rules, are available for inspection at the offices of Arthur Cox, 10 Earlsfort Terrace, Dublin 2, Ireland and on Allergan's website www.allergan.com.

As previously announced on September 10, 2019, there will be two meetings of Allergan shareholders on Monday, October 14, 2019 in connection with the Acquisition.  Both meetings will be held at the Conrad Hotel, Earlsfort Terrace, Dublin 2, Ireland.  The first meeting, which is convened by the order of the Irish High Court, will be held at 10:30 a.m. (local time).  Following this meeting, an extraordinary general meeting will be held pursuant to Allergan's articles of association at 10:45 a.m. (local time) (or, if the special Court-ordered meeting has not concluded by 10:45 a.m. (local time), as soon as possible after the conclusion or adjournment of the special Court-ordered meeting).   Both meetings are being held to seek shareholder approval of the proposed Acquisition in accordance with Irish law.   The approval of related matters by Allergan shareholders will also be sought at the extraordinary general meeting.

 

 

Information source: here

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