"IT Assets" means any and all computers, Software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines and other information technology equipment, and all associated documentation, owned by, or licensed or leased to, Allergan or any of its Subsidiaries. Each such notice shall be provided in writing and shall identify the Third Party making, and, to the extent applicable, the material terms and conditions (including price) of, any such Allergan Alternative Proposal, indication, proposal or inquiry. 1395-1395lll (the Medicare statute); Title XIX of the Social Security Act, 42 U.S.C. Links which take you out of the AbbVie worldwide websites are not under the control of AbbVie, and AbbVie is not responsible for the contents of any such site or any further links from such site. "Allergan Directors" means the members of the board of directors of Allergan. AbbVie is engaged . Accordingly, the Independent Allergan Directors unanimously recommend to Allergan Shareholders to vote in favor of the Acquisition and the Scheme, as the Independent Allergan Directors who are Allergan Shareholders intend to do in respect of their own beneficial holdings of, in the aggregate, 63,690Allergan Shares. (ix)Since January 1, 2017, Allergan and its Subsidiaries have been in compliance in all material respects with all applicable Healthcare Laws. No use of any AbbVie trademark, trade name, or trade dress in this site may be made without the prior written authorization of AbbVie Inc., except to identify the product or services of the company. - Creates biopharmaceutical company with leadership positions in key therapeutic areas: Immunology, Hematologic Oncology, Neuroscience, and Allergan Aesthetics. (iii)to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to an Allergan Alternative Proposal. Section10.4Counterparts. In accordance with Rule 2.10 of the Takeover Rules, Allergan (NYSE: AGN) confirms that, as of the close of business on June 24, 2019, Allergan's issued share capital, excluding treasury shares, consisted of 327,823,903 ordinary shares, par value US$0.0001 per share. The Scheme Document, containing further information relating to the implementation of the Acquisition, the full terms and Conditions of the Scheme, and the notices of the Court Meeting, to be convened by resolution of the Allergan Board or direction of the Irish High Court, and the separate EGM required to approve the Scheme and related resolutions will be mailed as promptly as reasonably practicable after securing approval of the High Court to despatch such documents to Allergan Shareholders and, for information only, to holders of Allergan Options and Allergan Share Awards. Please disable your ad-blocker and refresh. "Bribery Legislation" means all and any of the following: the FCPA; the Organization For Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and related implementing legislation; the relevant Law in England and Wales relating to bribery and/or corruption, including, the Public Bodies Corrupt Practices Act 1889; the Prevention of Corruption Act 1906 as supplemented by the Prevention of Corruption Act 1916 and the Anti-Terrorism, Crime and Security Act 2001; the Bribery Act; the Proceeds of Crime Act 2002; the relevant Laws in Ireland relating to bribery and/or corruption including the Criminal Justice (Corruption Offences) Act 2018 of Ireland; and any antibribery or anti-corruption related provisions in criminal and anti-competition laws and /or anti-bribery, anti-corruption and/or antimoney laundering Laws of any jurisdiction in which the Allergan Group operates. "Court Order" means the Order or Orders of the High Court sanctioning the Scheme under Section453 of the Act and confirming the reduction of capital that forms part of it under Sections84 and 85 of the Act. ARTICLE2 AbbVie shall consult with Allergan regarding the material terms and conditions of any Allergan Note Offers and Consent Solicitations, including the timing and commencement of any Allergan Note Offers and Consent Solicitations and any tender deadlines. Effect of the Scheme on Allergan Options and Allergan Share Awards. (ii)Except for such failures of each of the following clauses (i) through (iii) to be true and correct as have not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Allergan Group, taken as a whole, (i) Allergan and its Subsidiaries are the sole and exclusive owners of all right, title and interest in and to the Owned Intellectual Property and hold all of their right, title and interest in and to all of the Owned Intellectual Property free and clear of all Liens (other than non-exclusive licenses granted by Allergan or one of its Subsidiaries in the ordinary course of business and other Permitted Liens), (ii) to the knowledge of Allergan, the Owned Intellectual Property and the Licensed Intellectual Property include all of the Intellectual Property necessary to, or used or held for use in, the conduct of the respective businesses of Allergan and its Subsidiaries as currently conducted, and (iii) to the knowledge of Allergan, there exist no material restrictions on the use of any of the Owned Intellectual Property. It also positions the Company for enhanced long-term growth potential, a growing dividend and investment in innovation in each of its therapeutic categories. "AbbVie Options" meansall options to purchase AbbVie Shares, whether granted pursuant to the AbbVie Share Plan or otherwise. The implementation of the Scheme is conditional, amongst other things, upon: (a) the approval by the Allergan Shareholders and the sanction by the Irish High Court of the Scheme; (b) the approval for listing on NYSE (subject only to certain standard conditions) of all of the AbbVie Shares to be issued in the Acquisition; (c) all applicable waiting periods under the HSR Act in connection with the Acquisition having expired or having been terminated, and, to the extent applicable, any agreement between Allergan and AbbVie, on the one hand, and the Federal Trade Commission or the Antitrust Division of the United States Department of Justice, on the other hand, not to consummate the Scheme or the Acquisition having expired or been earlier terminated; (d)to the extent (i) the Acquisition constitutes a concentration within the scope of the EC Merger Regulation or otherwise is a concentration that is subject to the EC Merger Regulation, the European Commission having decided to allow the closing of the Acquisition, and (ii) that all or part of the Acquisition is referred by the European Commission to the relevant authority of one or more member countries of the European Economic Area, such relevant authority(ies) (in the case of a partial referral in conjunction with a final decision of the European Commission) having issued a final decision or decisions which satisfies (or together satisfy) the prior clause (i) (that clause being interpreted mutatis mutandis); (e)all required Clearances of any Governmental Entity having been obtained and remaining in full force and effect and all applicable waiting periods having expired, lapsed or been terminated (as appropriate), in each case in connection with the Acquisition, under the Antitrust Laws of each Required Antitrust Jurisdiction, and (a) no order, writ, decree, judgment, or injunction (whether temporary or permanent) shall have been issued, promulgated, made, rendered or entered into by any court or other tribunal of competent jurisdiction, and (b) no Law other than an order, writ, decree, judgement or injunction described in clause (a) (whether or not final or appealable) (excluding, for the purpose of this clause (b), any Antitrust Law of any jurisdiction that is not a Required Antitrust Jurisdiction) shall have been enacted, issued, promulgated, enforced or entered and continue in effect and, in each case of clauses (a) and (b), restrain, enjoin, make illegal or otherwise prohibit the consummation of the Acquisition; (f)the Transaction Agreement not having been terminated in accordance with its terms; (g)the absence of a material adverse effect with respect to each party; (h)the accuracy of each of the parties' representations and warranties, except generally as would not have a material adverse effect on such party; and. (d)had borrowed or lent any Allergan Shares. "Allergan Equity Award Holder Proposal" means the proposal of AbbVie to the Allergan Equity Award Holders to be made in accordance with Rule 15 of the Takeover Rules and the terms of the Allergan Share Plans. As of the date hereof, there is no Order outstanding or, to the knowledge of Allergan, threatened against or affecting Allergan, any of its Subsidiaries, any present or former officers, directors or employees of Allergan or any of its Subsidiaries in their respective capacities as such, or any of the respective properties or assets of any of Allergan or any of its Subsidiaries, that has been or would reasonably be expected to be, individually or in the aggregate, material to the Allergan Group, taken as a whole or that would prevent, enjoin or materially delay any of the other transactions contemplated hereby. (b)The actions contemplated by this Section4.2shall be taken in accordance with Section409A and, if applicable, Section422 of the Code. The bases of belief (including sources of information and assumptions made) that support the expected synergies and other cost reductions are set out in the following paragraphs. AbbVie is providing these links to you only as a convenience and the inclusion of any link does not imply endorsement of the linked site by AbbVie. To the extent that amounts are so withheld and timely paid over to the appropriate Tax Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person to whom such consideration would otherwise have been paid. The Acquisition is expected to be taxable, to the Allergan Shareholders, for U.S. federal income tax purposes. (ii)The execution, delivery and performance by AbbVie and Acquirer Sub of this Agreement and the Expenses Reimbursement Agreement (in the case of AbbVie and the consummation by AbbVie and Acquirer Sub of the transactions contemplated hereby (including the Acquisition) and thereby require no action by or in respect of, Clearances of, or Filings with, any Governmental Entity other than (A) compliance with the provisions of the Act, (B) compliance with the Takeover Panel Act and the Takeover Rules, (C) compliance with any applicable requirements of the HSR Act, (D) compliance with and Filings under any Antitrust Laws of any non-U.S. jurisdictions, (E) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other applicable U.S. state or federal securities laws or pursuant to the rules of the NYSE, and (F) any other actions, Clearances or Filings the absence of which has not had and would not reasonably be expected to have, individually or in the aggregate, an AbbVie Material Adverse Effect. No interest shall be paid or shall accrue for the benefit of holders of the Allergan Shares on the Scheme Consideration payable in respect of the Allergan Shares. (d)AbbVie and Allergan undertake, if so requested by the other Party to, as promptly as reasonably practicable, issue its written consent to the other Party and to the Panel in respect of any application reasonably requesting any derogation, permission or consent from the Panel in connection with the Takeover Rules. 1The statement that this transaction is earnings accretive should not be interpreted to mean that the earnings per share in the current or any future financial period will necessarily match or be greater than those for the relevant preceding financial period. As of the date hereof, there is no Action pending or, to the knowledge of Allergan, threatened against or affecting Allergan, any of its Subsidiaries, any present or former officers, directors or employees of Allergan or any of its Subsidiaries in their respective capacities as such, or any of the respective properties or assets of Allergan or any of its Subsidiaries, before (or, in the case of threatened Actions, that would be before) any Governmental Entity (i) that has been or would reasonably be expected to be, individually or in the aggregate, material to the Allergan Group, taken as a whole or (ii) that would in any manner challenge or seek to prevent, enjoin or alter any of the other transactions contemplated hereby. If you qualify, please. "Resolutions" means the EGM Resolutions and the Court Meeting Resolution, which will be set out in the Scheme Document. This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement, and each Party may enter into this Agreement by executing a counterpart and delivering it to the other Party (by hand delivery, facsimile process, e-mail or otherwise). There are no off-balance sheet arrangements of any type pursuant to any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act that have not been so described in the AbbVie SEC Documents. To the extent necessary, AbbVie shall, no later than the tenth day following the Effective Date, file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the AbbVie Shares subject to such Allergan Replacement Options and Allergan Replacement Share Awards pursuant to Section4.1, Section4.2(a) and this Section4.3. This diversified on-market portfolio will drive the existing AbbVie growth platform (ex-Humira) to approximately $30 billion in revenues in full year 2020, with combined revenues of approximately $50 billion. For press release and other company information, please visit Allergan's web site at www.allergan.com. (ii)The transactions contemplated by this Agreement will not require the consent of, or advance notification to, any works councils, unions or similar labor organizations with respect to any employees of the Allergan Group, except for where the failure to obtain any such consent or make any such advance notifications (A) has not had and would not reasonably be expected to have, individually or in the aggregate, an Allergan Material Adverse Effect or (B) would not materially delay or frustrate the consummation of the transactions contemplated hereby (including the Acquisition). Such risks and uncertainties include, but are not limited to, failure to realize the expected benefits from AbbVie's acquisition of Allergan plc ("Allergan"), failure to promptly and effectively . The Acquisition will be effected by means of a "scheme of arrangement" in accordance with Chapter 1 of Part 9 of the Act pursuant to which Acquirer Sub, a wholly owned subsidiary of AbbVie, will acquire all of the outstanding Allergan Shares in exchange for 0.8660AbbVie Shares and $120.30 in cash (and Cash Consideration in lieu of Fractional Entitlements) per Allergan Share, subject to adjustment in accordance with the Exchange Ratio Modification Number. Attention: Stephen FitzSimons,David Byers, Allergan plc (iii)as necessary to address reasonable privilege concerns (providedthat the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in such privilege concerns). Readers should not rely upon the information in these pages as current or accurate after their publication dates. 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. Akari has conducted four trials so far and has treated 14 PNH patients. This new wave of advertising includes its first marketing campaign that targets millennials, a move the company hopes will build loyalty to the Botox brand. This announcement contains certain forward-looking statements with respect to a possible 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. 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. The synergies and other cost reductions will be a result of optimizing the research and early stage portfolio, and reducing overlapping R&D resources (~50%), driving efficiencies in SG&A, including sales and marketing and central support function costs (~40%), and eliminating redundancies in manufacturing and supply chain, and leveraging procurement spend (~10%). "Allergan Share Plans" means, collectively, the Allergan, Inc. 2008 Equity Plan, the Forest Laboratories, LLC 2007 Equity Incentive Plan, the Amended and Restated Allergan 2011 Incentive Award Plan, the Amended and Restated 2013 Incentive Award Plan of Allergan, the Kythera Biopharmaceuticals, Inc. 2012 Equity Incentive Plan, the Warner Chilcott Equity Incentive Plan, the ZELTIQ Aesthetics, Inc. 2012 Stock Plan, and any other equity-based incentive plan maintained by Allergan or assumed by Allergan in connection with prior acquisitions. Subject to the receipt of the requisite holder consents, in connection with any or all of the Consent Solicitations, Allergan shall execute a supplemental indenture to the applicable Indenture in accordance with the terms thereof amending the terms and provisions of such Indenture as described in the applicable Debt Offer Documents in a form as reasonably requested by AbbVie (each, an "Allergan Supplemental Indenture"); provided that the amendments effected by such supplemental indenture shall not become operative until the Completion. "Takeover Offer" means an offer in accordance with Section 3.6 of the Transaction Agreement for the entire issued share capital of Allergan (other than any Allergan Shares beneficially owned by AbbVie or any member of the AbbVie Group (if any) and any Allergan Shares held by any member of the Allergan Group) including any amendment or revision thereto pursuant to the Transaction Agreement, the full terms of which would be set out in the Takeover Offer Document or (as the case may be) any revised offer documents. AbbVie and each of its Subsidiaries are, and since January 1, 2017 have been, in compliance with all applicable Laws, except for failures to comply that have not had and would not reasonably be expected to have, individually or in the aggregate, an AbbVie Material Adverse Effect. The Acquisition will be effected by means of a Scheme under Chapter 1 of Part 9 of the Act. Mr. Freyman recently served on the Allergan Board of Directors. It delivers a broad analysis of market competition, regional expansion, and market segmentation by type, application, and geography . Neither Allergan nor any of its Subsidiaries beneficially owns, directly or indirectly, any AbbVie Shares or other securities convertible into, exchangeable for or exercisable for AbbVie Shares, and neither Allergan nor any of its Subsidiaries has any rights to acquire any AbbVie Shares (other than any such securities owned by Allergan or any of its Subsidiaries in a fiduciary, representative or other capacity on behalf of other Persons, whether or not held in a separate account). | If you are a resident of a country other than those to which the site is directed, please return to AbbVie.com or contact your local AbbVie affiliate to obtain the appropriate product information for your country of residence. However, none were seemingly catastrophic enough to warrant such a drastic change in long-term strategy. (b)Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be deemed to constitute, either Party the agent of the other Party for any purpose. The synergy and earnings enhancement statements in this section should not be construed as a profit forecast or interpreted to mean that the earnings of AbbVie and/or Allergan in 2019, or in any subsequent period, would necessarily match or be greater than or be less than those of AbbVie and/or Allergan for the relevant financial period or any other period. The panel, which voted 3 to 2, was divided over whether the arrangements made to ensure a competitive drug market in the wake of the merger were sufficient. Section4.1Allergan Options. "Irish Takeover Rules" or "Takeover Rules" means the Irish Takeover Panel Act, 1997, Takeover Rules 2013. Allergan, headquartered inDublin, 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. The link below will take you out of the AbbVie family of websites. The $63 billion merger has been closely watched by. (i)Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Allergan Group, taken as a whole, neither Allergan nor any of its Subsidiaries, nor any director, manager or employee of Allergan or any its Subsidiary has, since January 1, 2014 in connection with the business of Allergan or any of its Subsidiaries, itself or, to the Allergan's knowledge, any of its agents, representatives, sales intermediaries, or any other third party, in each case, acting on behalf of Allergan or any Subsidiary of Allergan, taken any action in violation of the FCPA or other applicable Bribery Legislation (in each case to the extent applicable). 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. The company's mission is to use its expertise, dedicated people and unique approach to innovation to markedly improve treatments across four primary therapeutic areas: immunology, oncology, virology and neuroscience. The synergies and other cost reductions will be a result of optimizing the research and early stage portfolio, and reducing overlapping R&D resources (~50%), driving efficiencies in SG&A, including sales and marketing and central support function costs (~40%), and eliminating redundancies in manufacturing and supply chain, and leveraging procurement spend (~10%). Following the Allergan Shareholder Approval being obtained and the satisfaction or (where applicable) waiver of the other conditions to the consummation of the Scheme, the sanction of the Irish High Court is also required. "VWAP of AbbVie Shares" means the volume weighted average price of an AbbVie Share for a ten trading day period, starting with the opening of trading on the eleventh trading day prior to the Completion Date to the closing of trading on the second to last trading day prior to the Completion Date, as reported by Bloomberg. "Share Consideration" means 0.8660 (as it may be adjusted pursuant to the Exchange Ratio Modification Number) of an AbbVie Share. Copyright 2022 AbbVie Inc. North Chicago, Illinois, U.S.A. Allergan is duly incorporated and validly existing under the Laws of Ireland. The Independent Allergan Directors, who have been so advised by J.P. Morgan Securities LLC as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. Notwithstanding anything herein to the contrary, in no event shall Allergan or its Affiliates be entitled to seek the remedy of specific performance of this Agreement against any of the Financing Sources (it being expressly agreed that the Financing Sources in their capacities as such shall be third party beneficiaries of this Section10.15 and shall be entitled to enforce the provisions contained in this Section10.15 as if they were a party to this Agreement). Except for the Equity Securities of its Subsidiaries, Allergan does not own, directly or indirectly, any capital stock or other Equity Securities of any Person. Learn more about AbbVie For legacy Allergan Healthcare providers, Patients and Caregivers, submit inquiry here. Reg. ARTICLE6 For legacy Allergan Healthcare providers, Patients and Caregivers. 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. 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. Cookie Settings. At Allergan's option and expense, prior to the Effective Time, Allergan may purchase (and pay in full the aggregate premium for) a six-year prepaid "tail" insurance policy (which policy by its express terms shall survive the Acquisition) of at least the same coverage and amounts and containing terms and conditions that are no less favorable to the directors and officers of Allergan or any of its Subsidiaries as Allergan's and its Subsidiaries' existing directors' and officers' insurance policy or policies with a claims period of six years from the Effective Time for D&O Claims arising from facts, acts, events or omissions that occurred on or prior to the Effective Time; providedthat the premium for such tail policy shall not exceed three hundred percent (300%) of the annual amount currently paid by Allergan and its Subsidiaries for such insurance (such amount being the "Maximum Premium"). Do you wish to leave this site? Drugmaker AbbVie Inc has won U.S. antitrust approval to buy Botox maker Allergan, a blockbuster $63 billion deal when it was announced last year, the companies said on Tuesday. "Exchange Ratio" means 0.8660AbbVie Shares per Allergan Share. Allergan common stock ceased trading on the New York Stock Exchange as of the close of trading today. (Source: AbbVie Q4 2018 earnings conference call). What will Allergan stockholders receive in the Merger? Each of AbbVie and Allergan shall (a) take all action necessary so that no "moratorium," "control share acquisition," "fair price," "supermajority," "affiliate transaction" or "business combination" statute or regulation or other similar state anti-takeover Law, or any similar provision of the Organizational Documents of Allergan or the Organizational Documents of AbbVie, as applicable, is or becomes applicable to the Scheme, the Acquisition or any of the other transactions contemplated hereby, and (b) if any such Law or provision is or becomes applicable to the Scheme, the Acquisition or any other transactions contemplated hereby, cooperate and grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such Law on the Scheme, the Acquisition or the other transactions contemplated hereby.
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