acquisition, including details with respect to the Allergan shareholder vote in respect of the acquisition. Any decision in respect of, or other response to, the acquisition, should be made only
on the basis of the information contained in the Scheme Document.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In connection with the proposed acquisition, Allergan will file with the U.S. Securities and Exchange Commission (the SEC) a Proxy Statement, which
will include the Scheme Document. BEFORE MAKING ANY VOTING DECISION, ALLERGANS 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. Allergans shareholders and investors will be able to obtain, without charge, a copy of the Proxy Statement, including the Scheme Document, and other relevant documents filed with the SEC (when available) from the
SECs website at http://www.sec.gov. Allergan shareholders and investors will also be able to obtain, without charge, a copy of the Proxy Statement, including the Scheme Document, and other relevant documents (when available) by directing a
written request to Allergan plc, Clonshaugh Business and Technology Park, Coolock, Dublin, D17 E400, Ireland, Attention: Investor Relations or from Allergans website, www.Allergan.com.
PARTICIPANTS IN THE SOLICITATION
Allergan and certain of
its directors and executive officers and employees may be considered participants in the solicitation of proxies from the shareholders of Allergan in respect of the transactions contemplated by the Scheme Document. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of Allergan in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or
otherwise, will be set forth in the Scheme Document when it is filed with the SEC. Information regarding Allergans directors and executive officers is contained in Allergans 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 Allergans Current Reports on Form
8-K,
filed with the SEC on February 19, 2019, March 22, 2019 and May 1, 2019.
FORWARD-LOOKING
STATEMENTS
This communication contains certain forward-looking statements with respect to a possible acquisition involving AbbVie and Allergan and
AbbVie, Allergans and/or the combined groups 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 AbbVies shares of
common stock or Allergans ordinary shares and on AbbVies or Allergans 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 Allergans 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 AbbVies shares of common stock or Allergans 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, 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