Withdrawal of Registration Statement (rw)
April 06 2016 - 5:25PM
Edgar (US Regulatory)
April 6, 2016
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Application for Withdrawal on Form RW
for Registration Statement on Form S-4 (Registration No. 333-209967)
Ladies and Gentlemen:
Pursuant to
Rule 477 under the Securities Act of 1933, as amended (the
Securities Act
), Allergan plc (the
Company
) respectfully requests that the Securities and Exchange Commission (the
Commission
)
consent to the withdrawal of the Companys registration statement on Form S-4 (File No. 333-209967), together with all exhibits and amendments thereto (collectively, the
Registration Statement
), filed with the
Commission on March 7, 2016.
The Company requests withdrawal of the Registration Statement because, as reported on the
Companys Current Report on Form 8-K, filed with the Commission on April 6, 2016, the Company, Pfizer Inc. (
Pfizer
) and the other parties named therein entered into a Termination Agreement (the
Termination
Agreement
), dated as of April 6, 2016, under which the parties agreed to terminate the Agreement and Plan of Merger, dated as of November 22, 2015 (as amended, the
Merger Agreement
) among the Company, Pfizer
and certain other parties named therein by mutual written consent. As a result of the termination of the Merger Agreement, the proposed offering of the Companys ordinary shares to be registered under the Registration Statement will not occur.
Because the proposed offering will not occur, the Company believes that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) of the Securities Act. The
Company confirms that no securities have been sold or will be sold pursuant to the Registration Statement. Furthermore, the Registration Statement was not declared effective by the Commission.
Accordingly, the Company hereby respectfully requests that the withdrawal of the Registration Statement be effective as of the date hereof and
requests that a written order granting the withdrawal of the Registration Statement and all exhibits and amendments thereto be issued by the Commission as soon as reasonably possible. The Company also requests, in accordance with Rule 457(p)
promulgated under the Act, that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use to the Companys account.
Please forward a copy of the order consenting to the withdrawal to the undersigned via mail at Allergan plc, Morris Corporate Center III, 400
Interpace Parkway, Parsippany, NJ 07054, with copies to Paul J. Shim and James E. Langston via facsimile at
(212) 225-3999.
If you require additional information, please do not hesitate to contact the undersigned at
(862) 261-8830, Paul J. Shim at (212) 225-2930 or James E. Langston at (212) 225-2784.
|
Very truly yours,
|
|
/s/ A. Robert D. Bailey
|
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A. Robert D. Bailey
|
Chief Legal Officer and Corporate Secretary
|
Allergan plc
|
Erin Jaskot
Irene Paik
Securities and
Exchange Commission
Paul J. Shim
James E. Langston
Cleary
Gottlieb Steen & Hamilton LLP
Edward D. Herlihy
David K. Lam
Alison Z. Preiss
Wachtell, Lipton, Rosen & Katz
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