AbbVie and
Allergan Receive Clearance from U.S. Federal Trade Commission for
AbbVie's Acquisition of Allergan
NORTH CHICAGO, Ill. and DUBLIN, May 5, 2020 /PRNewswire/ -- AbbVie (NYSE:
ABBV), a research-based global biopharmaceutical company, and
Allergan plc (NYSE: AGN), a leading global pharmaceutical company,
today announced that the U.S. Federal Trade Commission (FTC) has
accepted the proposed consent order in connection with AbbVie's
pending acquisition of Allergan. The acceptance by the FTC
satisfies all required antitrust clearances needed to be obtained
for the acquisition of Allergan by AbbVie.
As part of the proposed consent, Allergan has agreed to divest
brazikumab, an investigational IL-23 inhibitor in development for
autoimmune diseases, to AstraZeneca and Zenpep, a treatment for
exocrine pancreatic insufficiency due to cystic fibrosis and other
conditions, to Nestle. Nestle also will be acquiring Viokace,
another pancreatic enzyme preparation, as part of the same
transaction.
Additionally, AbbVie and Allergan have amended their Transaction
Agreement to provide that only one Allergan Director will join the
AbbVie board following close. Allergan's current Chairman and CEO
Brent Saunders has elected not to
join the AbbVie Board to provide more flexibility to pursue other
opportunities in the sector.
The closing of the acquisition remains subject to other
customary closing conditions set forth in the transaction agreement
and Irish High Court approval. A
hearing is scheduled for May 6, 2020.
About AbbVie
AbbVie is a global, research-driven biopharmaceutical company
committed to developing innovative advanced therapies for some of
the world's most complex and critical conditions. 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. In more than 75 countries, AbbVie employees are
working every day to advance health solutions for people around the
world. For more information about AbbVie, please visit us at
www.abbvie.com. Follow @abbvie on Twitter or view careers on our
Facebook or LinkedIn page.
About Allergan plc
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.
About Zenpep
ZENPEP® (pancrelipase) is a prescription medication for people who
cannot digest food normally because their pancreas does not make
enough enzymes. ZENPEP may help your body use fats, proteins,
and sugars from food. ZENPEP contains a mixture of digestive
enzymes (lipases, proteases, and amylases) from pig pancreas. In
clinical studies, individuals with exocrine pancreatic
insufficiency associated with cystic fibrosis absorbed more fat
from foods than those treated with a placebo.
About Brazikumab
Brazikumab is a monoclonal antibody that binds to the IL23 receptor
and is in development for Crohn's Disease and Ulcerative Colitis
with a companion biomarker. Brazikumab selectively blocks the IL23
immune signal, preventing intestinal inflammation. The Phase
IIb/III INTREPID program is underway to assess brazikumab compared
to placebo or adalimumab in Crohn's Disease. The Phase II
EXPEDITION trial is underway to assess brazikumab compared to
placebo or vedolizumab in Ulcerative Colitis.
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 satisfy any
of the 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, competitive developments and the impact of public health
outbreaks, epidemics or pandemics, such as COVID-19. 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 or 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
any of them are expressly qualified in their entirety by this
paragraph.
Statement Required by Irish Takeover Rules
The directors of AbbVie Inc. accept responsibility for the
information contained in this announcement other than that relating
to Allergan plc and its subsidiaries and/or the directors of
Allergan and members of their immediate families, related trusts,
and persons connected with them. To the best of their knowledge and
belief (having 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.
The directors of Allergan accept
responsibility for the information contained in this announcement
relating to Allergan and its subsidiaries and/or the directors of
Allergan and members of their immediate families, related trusts,
and persons connected with them. 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.
CONTACT: Media: Adelle
Infante, (847) 938-8745; Investors: Liz Shea, (847) 935-2211
