Item 9.01. Financial Statements
and Exhibits.
(a) Financial statements of Allergan.
Allergan’s audited consolidated financial
statements and related notes as of December 31, 2018 and 2017 and for each of the years in the three-year period ended December
31, 2018 and the related report of PricewaterhouseCoopers LLP, Allergan’s independent registered public accounting firm,
are filed herewith as Exhibit 99.1 and included herein.
(b) Quarterly financial statements and
certain supplemental information of Allergan.
Allergan’s
unaudited consolidated financial statements and related notes for the three and six months ended June 30, 2019 and June 30,
2018, are filed herewith as Exhibit 99.2 and included herein.
(c) Pro forma financial information of
AbbVie.
AbbVie’s unaudited pro forma condensed
combined financial information, giving effect to the Acquisition, which includes the unaudited pro forma condensed combined balance
sheet as of June 30, 2019, the unaudited pro forma condensed combined statements of earnings for the year ended December 31, 2018
and for the six months ended June 30, 2019 and the related notes, is filed herewith as Exhibit 99.3 and included herein.
(d) Exhibits
Exhibit
No.
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Exhibit
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23.1
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm of Allergan.
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99.1
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Allergan’s audited consolidated financial statements and related notes as of December 31, 2018 and 2017 and for each of the years in the three-year period ended December 31, 2018 and the related report of PricewaterhouseCoopers LLP, Allergan’s independent registered public accounting firm.
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99.2
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Allergan’s unaudited
consolidated financial statements and related notes for the three and six months ended June 30, 2019 and June 30,
2018.
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99.3
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AbbVie’s unaudited pro forma condensed combined financial information, giving effect to the Acquisition, which includes the unaudited pro forma condensed combined balance sheet as of June 30, 2019, the unaudited pro forma condensed combined statements of earnings for the year ended December 31, 2018 and for the six months ended June 30, 2019 and the related notes.
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104
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The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).
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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 pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular,
this communication is not an offer of securities for sale into the United States. No offer of securities shall be made in the United
States absent registration under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction
not subject to, such registration requirements. Any securities issued in the Acquisition are anticipated to be issued in reliance
upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act of 1933,
as amended.
FORWARD-LOOKING STATEMENTS
This communication contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), including forward-looking statements with respect to the Acquisition 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 a possible acquisition will not be pursued, failure to obtain necessary regulatory
approvals or required financing or to satisfy any of the other conditions to the possible acquisition, 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 possible acquisition, failure to realize the expected benefits of the possible acquisition,
failure to promptly and effectively integrate Allergan’s businesses, negative effects relating to the announcement of the
possible acquisition or any further announcements relating to the possible acquisition or the consummation of the possible acquisition
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 possible acquisition, general economic and
business conditions that affect the combined companies following the consummation of the possible acquisition, the combined company’s
capital structure post-Acquisition and the nature of any debt issued to fund the 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 experience and perception of historical trends, current
conditions, business 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 communication
could cause AbbVie’s plans with respect to Allergan or AbbVie’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 communication are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at the date of this communication. Additional information about
economic, competitive, governmental, technological and other factors that may affect AbbVie can be found in AbbVie’s filings
with the SEC, including the risk factors discussed in AbbVie’s most recent Annual Report on Form 10-K, as updated by its
Quarterly Reports on Form 10-Q and future filings with the SEC.
Any forward-looking statements in this
communication are based upon information available to AbbVie and/or its board of directors as of the date of this communication
and, while believed to be true when made, may ultimately prove to be incorrect. Subject to any obligations under applicable law,
neither AbbVie or any member of its 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
or its board of directors or any person acting on behalf of any of them are expressly qualified in their entirety by this paragraph.