DUBLIN, May 6, 2020 /PRNewswire/ --
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 (NYSE: AGN) ("Allergan") today announced
that the High Court of Ireland
(the "Court") has approved the previously announced proposed
acquisition of Allergan by AbbVie Inc. ("AbbVie") by means
of a scheme of arrangement (the "Scheme") under Chapter 1 of
Part 9 of the Irish Companies Act 2014 (the "Act").
The Court sanction hearing in relation to the Scheme was held
earlier today at which the Court sanctioned the Scheme and
confirmed the related reduction of capital.
Completion of the acquisition remains subject to the delivery
to, and registration by, the Registrar of Companies in Ireland of copies of (i) the order of the
Court sanctioning the Scheme and confirming the related reduction
of capital; and (ii) the minute required by Section 86 of the Act
in respect of the reduction of capital, each of which is expected
to occur on May 8, 2020.
Accordingly, the Scheme is expected to take effect on
May 8, 2020.
ABOUT ALLERGAN
Allergan plc (NYSE: AGN), headquartered in Dublin, Ireland, is a global pharmaceutical
leader focused on developing, manufacturing and commercializing
branded pharmaceutical, device, biologic, surgical and regenerative
medicine products for patients around the world. Allergan markets a
portfolio of leading brands and best-in-class products primarily
focused on four key therapeutic areas including medical aesthetics,
eye care, central nervous system and gastroenterology. As part of
its approach to delivering innovation for better patient care,
Allergan has built one of the broadest pharmaceutical and device
research and development pipelines in the industry.
With colleagues and commercial operations located in
approximately 100 countries, Allergan is committed to working with
physicians, healthcare providers and patients to deliver innovative
and meaningful treatments that help people around the world live
longer, healthier lives every day.
For more information, visit Allergan's website at
www.Allergan.com.
ENQUIRIES
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Allergan
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Media:
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Lisa Brown
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+1 862 261
7320
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Investors:
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Manisha Narasimhan,
PhD
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+ 1 862 261
7162
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FORWARD-LOOKING STATEMENTS
This announcement contains certain forward-looking statements,
including with respect to the pending acquisition involving AbbVie
and Allergan 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
the pending acquisition will not be pursued, failure to obtain
required financing or to satisfy any of the other conditions to the
pending 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 pending acquisition, failure to realize the expected
benefits of the pending acquisition, failure to promptly and
effectively integrate Allergan's businesses, negative effects
relating to the announcement of the pending acquisition or any
further announcements relating to the pending acquisition or the
consummation of the pending 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
pending acquisition, general economic and business conditions that
affect the combined companies following the consummation of the
pending 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 or, as the case may be, Allergan'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 announcement could cause
AbbVie's plans with respect to Allergan or AbbVie's or Allergan'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
announcement are therefore cautioned not to place undue reliance on
these forward-looking statements which speak only as of the date of
this announcement. Additional information about economic,
competitive, governmental, technological and other factors that may
affect AbbVie or Allergan is set forth in AbbVie's and Allergan's
periodic public filings with the U.S. Securities and Exchange
Commission, including, but not limited to, AbbVie's and Allergan's
Annual Report on Form 10-K for the year ended December 31, 2019, and, from time to time,
AbbVie's and Allergan's other investor communications, in each
case, the contents of which are not incorporated by reference into,
nor do they form part of, this announcement.
Any forward-looking statements in this announcement are based
upon information available to AbbVie, Allergan and/or their
respective board of directors, as the case may be, as of the date
of this announcement and, while believed to be true when made, may
ultimately prove to be incorrect. Subject to any obligations under
applicable law, none of AbbVie, Allergan or any member of their
respective 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, Allergan or
their respective board of directors or any person acting on behalf
of any of them are expressly qualified in their entirety by this
paragraph.
Statement Required by the Irish Takeover Rules
The Allergan directors accept responsibility for the information
contained in this announcement. To the best of the knowledge
and belief of the Allergan directors (who have taken all reasonable
care to ensure such is the case), the information contained in this
announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
Any holder of 1% or more of any class of relevant securities of
Allergan plc or AbbVie Inc. may have disclosure obligations under
Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules
2013.
General
The release, publication or distribution of this announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions (the "Restricted Jurisdictions"). Accordingly,
copies of this announcement and all other documents relating to the
acquisition are not being, and must not be, released, published,
mailed or otherwise forwarded, distributed or sent in, into or from
any Restricted Jurisdictions. Persons receiving such documents
(including, without limitation, nominees, trustees and custodians)
should observe these restrictions. Failure to do so may constitute
a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies involved
in the acquisition disclaim any responsibility or liability for the
violations of any such restrictions by any person.
A copy of this announcement will be available, free of charge
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions) on the Allergan website at
www.allergan.com. The contents of the Allergan website
are not incorporated into, and do not form part of, this
announcement.
This announcement has been prepared for the purpose of complying
with the laws of Ireland and the
Takeover Rules and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside of
Ireland.
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SOURCE Allergan plc