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): February 8, 2016
ALLERGAN PLC
(Exact
Name of Registrant as Specified in Charter)
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Ireland |
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001-36867 |
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98-1114402 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
Clonshaugh Business and Technology Park
Coolock, Dublin, D17 E400, Ireland
(Address of Principal Executive Offices)
(862) 261-7000
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 8, 2016, Pfizer Inc. announced the expected executive leadership team of the combined organization (which we refer to as the Combined
Company) upon completion of the pending transaction involving Pfizer Inc. and Allergan plc (Allergan). As Allergan is the surviving entity, the related press release is filed herewith as Exhibit 99.1 and is incorporated herein by
reference.
Allergans current Chief Executive Officer and President and Chief Financial Officer will continue in their current roles through the
completion of the Merger.
Allergan Cautionary Statement Regarding Forward-Looking Statements
Statements contained in this communication that refer to Allergans anticipated future events, estimated or anticipated future results, or other
non-historical facts are forward-looking statements that reflect Allergans current perspective of existing trends and information as of the date of this communication. Forward looking statements generally will be accompanied by words such as
such as anticipate, target, possible, potential, predict, project, forecast, out-look, guidance, expect, estimate,
intend, plan, goal, believe, hope, aim, continue, will, may, might, would, could or should or
other similar words, phrases or expressions or the negatives thereof. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction, including future financial and operating results and
synergies, Allergans, Pfizers and the combined companys plans, objectives, expectations and intentions, and the expected timing of completion of the transaction. It is important to note that Allergans goals and expectations
are not predictions of actual performance. Actual results may differ materially from Allergans current expectations depending upon a number of factors affecting Allergans business, Pfizers business and risks associated with
business combination transactions. These factors include, among others, the inherent uncertainty associated with financial projections; restructuring in connection with, and successful closing of, the proposed transaction; subsequent integration of
Allergan and Pfizer and the ability to recognize the anticipated synergies and benefits of the proposed transaction; the ability to obtain required regulatory approvals for the transaction (including the approval of antitrust authorities necessary
to complete the transaction), the timing of obtaining such approvals and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction; the
ability to obtain the requisite Allergan and Pfizer shareholder approvals; the risk that a condition to closing of the proposed transaction may not be satisfied on a timely basis or at all; the failure of the proposed transaction to close for any
other reason; risks relating to the value of the Allergan shares to be issued in the transaction; the anticipated size of the markets and continued demand for Allergans and Pfizers products; the difficulty of predicting the timing or
outcome of FDA approvals or actions, if any; the impact of competitive products and pricing; market acceptance of and continued demand for Allergans and Pfizers products; difficulties or delays in manufacturing; the risks of fluctuations
in foreign currency exchange rates; the risks and uncertainties normally incident to the pharmaceutical industry, including product liability claims and the availability of product liability insurance on reasonable terms; the difficulty of
predicting the timing or outcome of pending or future litigation or government investigations; periodic dependence on a small number of products for a material source of net revenue or income; variability of trade buying patterns; changes in
generally accepted accounting principles; risks that the carrying values of assets may be negatively impacted by future events and circumstances; the timing and success of product launches; costs and efforts to defend or enforce intellectual
property rights; the availability and pricing of third party sourced products and materials; successful compliance with governmental regulations applicable to Allergans and Pfizers facilities, products and/or businesses; changes in the
laws and regulations affecting, among other things, pricing and reimbursement of pharmaceutical products; risks associated with tax liabilities, or changes in U.S. federal or international tax laws or interpretations to which they are subject,
including the risk that the Internal Revenue Service disagrees that Allergan is a foreign corporation for U.S. federal tax purposes; the loss of key senior management or scientific staff; and such other risks and uncertainties detailed in
Allergans periodic public filings with the Securities and Exchange Commission, including but not limited to Allergans Annual Report on Form 10-K for the year ended December 31, 2014, Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2015, Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, and from time to time in Allergans other
investor communications. Except as expressly required by law, Allergan disclaims any intent or obligation to update these forward-looking statements.
Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit No. |
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Description |
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99.1 |
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Pfizer Inc. Press Release, dated February 8, 2016. |
SIGNATURES
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.
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Dated: February 12, 2016 |
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Allergan plc |
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By: |
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/s/ A. Robert D. Bailey |
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A. Robert D. Bailey |
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EVP, Chief Legal Officer and Corporate Secretary |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Pfizer Inc. Press Release, dated February 8, 2016 |
Exhibit 99.1
[PFIZER LOGO]
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For immediate release: |
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Joan Campion (Media) |
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February 8, 2016 |
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(212)733-2798 |
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Charles Triano (Investor) |
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(212)733-3901 |
Pfizer Names Executive Leadership Team For Combined Organization
Upon Close Of Proposed Allergan Transaction
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Pfizer will continue
to manage its commercial operations through two distinct businesses the innovative products business and the established products business after the completion of the proposed transaction
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Pfizer continues to
expect to make a decision about a potential separation of the combined companys innovative and established businesses by no later than the end of 2018
NEW YORK, NY, February 8 Pfizer Inc. (NYSE: PFE) today announced the executive leadership team for the combined Pfizer and Allergan plc (NYSE:
AGN) business following the close of the proposed transaction.
As previously announced, following the closing, Brent Saunders will become President and
Chief Operating Officer of the combined company with responsibility for the oversight of Pfizer and Allergans combined commercial businesses, manufacturing and strategy functions.
Effective immediately and through the closing of the transaction Pfizers Global Innovative Pharma (GIP) business and its Vaccines, Oncology and Consumer
(VOC) business will operate separately under the leadership of Albert Bourla, currently Group President, VOC. Upon the closing of the transaction, the Vaccines and Oncology businesses will be combined with the GIP business, and Albert Bourla will
become Group President, Global Innovative Pharma, leading all of these businesses.
In addition, following the close of the transaction, the combined
company will create a new operating segment named Global Specialty and Consumer Brands
that will include Pfizers Consumer Healthcare unit and Allergans ophthalmology and aesthetics businesses, and Botox Therapeutic and Cosmetic. Bill Meury, currently Executive Vice
President and President Branded Pharma at Allergan, will become Group President, Global Specialty and Consumer Brands, Pfizer.
After the close of the
proposed transaction, Pfizer will continue to manage the combined companys commercial operations through two distinct businesses: an Innovative Products business and an Established Products business. The Innovative Products business will be
composed of two operating segments: the Global Innovative Pharmaceutical and the Global Specialty and Consumer Brands segment. The Established Products business will continue to be led by John Young, and consist of the Global Established
Pharmaceutical segment, including all legacy Hospira commercial operations.
Upon the close of the transaction, the following executives will be members
of the companys executive leadership team, reporting to Brent Saunders:
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Albert Bourla, Group President, Global Innovative Pharma |
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Tony Maddaluna, Executive Vice President, President Pfizer Global Supply |
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Bill Meury, Group President, Global Specialty and Consumer Brands |
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Laurie Olson, Executive Vice President, Strategy, Portfolio and Commercial Operations |
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John Young, Group President, Global Established Pharma |
The following Pfizer executives are continuing
in their roles reporting to Ian Read, Pfizer Chairman and Chief Executive Officer:
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Frank DAmelio Executive Vice President, Business Operations and Chief Financial Officer |
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Mikael Dolsten President, Worldwide Research and Development |
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Chuck Hill Executive Vice President, Worldwide Human Resources |
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Rady Johnson Executive Vice President, Chief Compliance and Risk Officer |
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Doug Lankler Executive Vice President, General Counsel |
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Freda Lewis-Hall Executive Vice President, Chief Medical Officer |
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Sally Susman Executive Vice President, Corporate Affairs |
We are creating an executive
team that has deep industry knowledge, a proven track record of success and an unwavering commitment to the patients we serve. I look forward to working with these outstanding leaders to achieve the full potential of this combination and
fulfill our mission of becoming the premier biopharmaceutical company in our industry, said Ian Read, Chairman and Chief Executive Officer of Pfizer. We are designing the combined company to preserve and enhance our option to potentially
separate the innovative and established businesses into separate companies in the future, and continue to expect to make a decision about any potential separation by no later than the end of
2018.
Pfizer also announced that Geno Germano, Group President, Global Innovative Pharma Business, will be leaving the company.
We thank Geno for his many contributions to Pfizers business over the past seven years, continued Read. Under Genos
leadership we have laid the foundation for the growth potential of our vaccines and oncology businesses, strengthened our in-line portfolio with products like Enbrel, Xeljanz and Eliquis and improved our innovative late-stage pipeline with programs
like bococizumab and tanezumab.
Pfizer and Allergan will continue to operate as two separate companies until the close of the transaction, which is
expected in the second half of 2016, and is subject to certain conditions, including: receipt of regulatory approval in certain jurisdictions, including the United States and European Union; the receipt of necessary approvals from both Pfizer and
Allergan shareholders; and the completion of Allergans pending divestiture of its generics business to Teva Pharmaceuticals Industries Ltd.
About Pfizer
At Pfizer, we apply science and our global
resources to bring therapies to people that extend and significantly improve their lives. We strive to set the standard for quality, safety and value in the discovery, development and manufacture of health care products. Our global portfolio
includes medicines and vaccines as well as many of the worlds best-known consumer health care products. Every day, Pfizer colleagues work across developed and emerging markets to advance wellness, prevention, treatments and cures that
challenge the most feared diseases of our time. Consistent with our responsibility as one of the worlds premier innovative biopharmaceutical companies, we collaborate with health care providers, governments and local communities to support and
expand access to reliable, affordable health care around the world. For more than 150 years, Pfizer has worked to make a difference for all who rely on us. To learn more, please visit us at www.pfizer.com.
NO OFFER OR SOLICITATION
This communication is not
intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
This communication is not intended to be
and is not a prospectus for the purposes of Part 23 of the Companies Act 2014 of Ireland (the 2014 Act), Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005) of Ireland (as amended from time to time) or the
Prospectus Rules issued by the Central Bank of Ireland pursuant to section 1363 of the 2014 Act, and the Central Bank of Ireland (CBI) has not approved this communication.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In connection with the proposed transaction between Pfizer Inc. (Pfizer) and Allergan plc (Allergan), Allergan will file with the U.S.
Securities and Exchange Commission (the SEC) a registration statement on Form S-4 that
will include a Joint Proxy Statement of Pfizer and Allergan that also constitutes a Prospectus of Allergan (the Joint Proxy Statement/Prospectus). Pfizer and Allergan plan to mail to
their respective shareholders the definitive Joint Proxy Statement/Prospectus in connection with the transaction. INVESTORS AND SECURITY HOLDERS OF PFIZER AND ALLERGAN ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PFIZER, ALLERGAN, THE TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free
copies of the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Pfizer and Allergan through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to
obtain free copies of the documents filed with the SEC by Pfizer by contacting Pfizer Investor Relations at Bryan.Dunn@pfizer.com or by calling (212) 733-8917, and will be able to obtain free copies of the documents filed with the SEC by
Allergan by contacting Allergan Investor Relations at investor.relations@actavis.com or by calling (862) 261-7488.
PARTICIPANTS IN THE
SOLICITATION
Pfizer, Allergan and certain of their respective directors, executive officers and employees may be considered participants in the
solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the respective shareholders of Pfizer and Allergan in
connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the Joint Proxy Statement/Prospectus when it is filed with the SEC. Information
regarding Pfizers directors and executive officers is contained in Pfizers proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on March 12, 2015, and certain of Pfizers Current Reports on
Form 8-K. Information regarding Allergans directors and executive officers is contained in Allergans proxy statement for its 2015 annual meeting of shareholders, which was filed with the SEC on April 24, 2015, and certain of
Allergans Current Reports on Form 8-K.
Pfizer Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain forward-looking statements with respect to the proposed transaction between Pfizer and Allergan. These forward-looking
statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use future dates or words such as anticipate, target, possible,
potential, predict, project, forecast, outlook, guidance, expect, estimate, intend, plan, goal, believe,
hope, aim, continue, will, may, might, would, could or should or other words, phrases or expressions of similar meaning or the negative
thereof. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction, including anticipated future financial and operating results, synergies, accretion and growth rates, Pfizers,
Allergans and the combined companys plans, objectives, expectations and intentions, plans relating to share repurchases and
dividends, the expected timing of completion of the transaction and the expected timing of a decision regarding a potential separation of the companys innovative and established businesses.
There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the failure to obtain necessary regulatory
approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) and shareholder approvals or to satisfy any of the other conditions
to the transaction on a timely basis or at all, the occurrence of events that may give rise to a right of one or both of the parties to terminate the merger agreement, adverse effects on the market price of Pfizers common stock and on
Pfizers operating results because of a failure to complete the transaction in the anticipated time frame or at all, failure to realize the expected benefits and synergies of the transaction, restructuring in connection with the transaction and
subsequent integration of Pfizer and Allergan, negative effects of the announcement or the consummation of the transaction on the market price of Pfizers common stock and on Pfizers operating results, risks relating to the value of the
Allergan shares to be issued in the transaction, significant transaction costs and/or unknown liabilities, the risk of litigation and/or regulatory actions, the loss of key senior management or scientific staff, general economic and business
conditions that affect the companies following the transaction, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax and other laws, regulations, rates and
policies, future business combinations or disposals, competitive developments and the uncertainties inherent in research and development. 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 communication could cause Pfizers plans with respect to Allergan, actual results,
performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Persons reading this communication are cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this communication. Pfizer assumes no obligation to update or revise the information contained in this communication (whether as a result of new information, future events or otherwise),
except as required by applicable law. A further description of risks and uncertainties can be found in Pfizers Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in its subsequent reports on Form 10-Q, including in
the sections thereof captioned Risk Factors and Forward-Looking Information and Factors That May Affect Future Results, as well as in its subsequent reports on Form 8-K, all of which are filed with the SEC and available at
www.sec.gov and www.pfizer.com.
Applicability of the Irish Takeover Rules
As the transaction constitutes a reverse takeover transaction for the purposes of the Irish Takeover Panel Act, 1997, Takeover Rules, 2013,
(the Irish Takeover Rules), Allergan is no longer in an offer period and therefore Rule 8 of the Irish Takeover Rules does not apply to the transaction from the date of the announcement of the transaction and therefore there is no longer
a requirement to make dealing disclosures pursuant to Rule 8.
Statement Required by the Irish Takeover Rules
The directors of Pfizer accept responsibility for the information contained in this communication. To the best of the knowledge and belief of the directors of
Pfizer (who have taken all reasonable care to ensure that such is the case), the information contained in this communication for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import
of such information.
Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, and its affiliate, Goldman, Sachs & Co, are acting as joint financial adviser to Pfizer and no one else in connection with the proposed transaction. In connection with
the proposed transaction, Goldman Sachs International and Goldman, Sachs & Co, their affiliates and their respective partners, directors, officers, employees and agents will not regard any other person as their client, nor will they be
responsible to anyone other than Pfizer for providing the protections afforded to their clients or for giving advice in connection with the proposed transaction or any other matter referred to in this announcement.
Guggenheim Securities, LLC is a broker dealer registered with the United States Securities and Exchange Commission and is acting as financial advisor to
Pfizer and no one else in connection with the proposed transaction. In connection with the proposed transaction, Guggenheim Securities, LLC, its affiliates and related entities and its and their respective partners, directors, officers, employees
and agents will not regard any other person as their client, nor will they be responsible to anyone other than Pfizer for providing the protections afforded to their clients or for giving advice in connection with the proposed transaction or any
other matter referred to in this announcement.
Unless otherwise defined, capitalised terms used in this Statement Required by the Irish Takeover Rules
shall have the meaning given to them in the transaction-related press release issued by Pfizer and Allergan on November 23, 2015.
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.
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