BFW 10/16 07:09 *ABBVIE BOARD TO MEET OCT. 20 TO DECIDE ON SHIRE
BN 10/16 07:03 *ANNOUNCEMENT OF NOTICE TO SHIRE OF ABBVIE BOARD INTENTION TO
BN 10/16 07:03 *ANNOUNCEMENT OF NOTICE TO SHIRE OF ABBVIE BOARD INTENTION TO
Announcement Of Notice To Shire Of AbbVie Board Intention To Reconsider Recommendation
2014-10-16 07:03:16.977 GMT
PR Newswire/Les Echos/
Announcement Of Notice To Shire Of AbbVie Board Intention To Reconsider
Recommendation
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
NORTH CHICAGO, Ill., Oct. 15, 2014 -- AbbVie Inc. ("AbbVie") announces it has
notified Shire plc ("Shire") of its Board of Directors' intention to reconsider
the recommendation made on July 18, 2014 that AbbVie stockholders adopt the
merger agreement needed to complete the proposed combination of AbbVie and
Shire.
AbbVie's Board will consider, among other things, the impact of the U.S.
Department of Treasury's proposed unilateral changes to the tax regulations
announced on Septem ber 22, 2014, including the impact to the fundamental
financial benefits of the transaction.
Accordingly, AbbVie has notified Shire under the Co-operation Agreement that
AbbVie's Board of Directors intends to meet to consider whether to withdraw or
modify its recommendation. Under the Agreement, AbbVie must provide three
business days' notice of any intention to consider a change in recommendation.
Accordingly, AbbVie's Board plans to meet on October 20, 2014, unless Shire
agrees to waive the notice.
At this time, AbbVie's Board of Directors has not withdrawn or modified its
recommendation to AbbVie stockholders. Under the conditions of AbbVie's offer
and the terms of the Co-operation Agreement, if AbbVie's Board of Directors was
to withdraw or modify its recommendation, the withdrawal or modification alone
would not cause a lapse of AbbVie's offer or terminate the Co-operation
Agreement. Unless Shire and the UK Takeover Panel agree otherwise, AbbVie must
convene an AbbVie stockholder meeting to consider the adoption of the U.S.
merger agreement. AbbVie's offer will lapse if the company's stockholders do
not adopt the agreement.
A further announcement will be made as appropriate.
In accordance with Rule 30.4 of The City Code on Takeovers and Mergers issued
by the Panel on Takeovers and Mergers (the "Code"), a copy of this announcement
can be found on AbbVie's website at
http://www.abbvieinvestor.com/
phoenix.zhtml?c=251551&p=irol-disclaimer-documents
Inquiries:
AbbVie investor contacts
Larry Peepo (Tel: +1 847 935 6722)
AbbVie media contacts
Jennifer Smoter (Tel: +1 847 935 8865)
J.P. Morgan (Financial Adviser)
Jeffrey Hoffman / Henry Gosebruch / Ben Wallace (New York, Tel: +1 212 270 6000)
Laurence Hollingworth / Dwayne Lysaght / James Robinson
(London, Tel: +44 207 742 4000)
Richard Jacques
Brunswick Group, UK
+1 44 7974 982557
About AbbVie
AbbVie is a global, research-based biopharmaceutical company formed in January
2013 following separation from AbbVie Parent. The company's mission is to use
its expertise, dedicated people and approach to innovation to develop and market
advanced therapies that address some of the world's most complex and serious
diseases. AbbVie employs approximately 25,000 people worldwide and markets
medicines in more than 170 countries. AbbVie is traded on the New York Stock
Exchange under "ABBV". Additional information is available on the company's
website at www.AbbVie.com.
J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Limited
(which conducts its UK investment banking business as J.P. Morgan Cazenove and
which is authorised and regulated by the Financial Conduct Authority in the
United Kingdom) (collectively, "J.P. Morgan"), is acting exclusively for AbbVie
and no one else in connection with the Transaction and will not be responsible
to anyone other than AbbVie for providing the protections afforded to clients
of J.P. Morgan or its affiliates nor for providing advice in relation to the
Transaction or any other matters referred to in this announcement.
Offer or Solicitation
This release is provided for informational purposes only and does not constitute
an offer to sell, or an invitation to subscribe for, purchase or exchange, any
securities or the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance, exchange or transfer of the securities
referred to in this release in any jurisdiction in contravention of applicable
law.
Additional Information and Where to Find It
In furtherance of the combination, AbbVie Private Limited ("New AbbVie") has
filed with the SEC a registration statement on Form S-4 containing a preliminary
Proxy Statement of AbbVie that also constitutes a preliminary Prospectus of New
AbbVie relating to the New AbbVie shares to be issued to New AbbVie stockholders
in the combination. In addition, AbbVie, New AbbVie and Shire may file
additional documents with the SEC.
INVESTORS AND SECURITY HOLDERS OF ABBVIE AND SHIRE ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS, AND OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH
THE TRANSACTION, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Those documents, when filed, as well as AbbVie's and New
AbbVie's other public filings with the SEC may be obtained without charge at the
SEC's website at www.sec.gov, at AbbVie's website at www.AbbVieinvestor.com and
at Shire's website at www.Shire.com. AbbVie plans to mail its stockholders the
definitive proxy statement/prospectus after the registration statement on Form
S-4 is declared effective by the SEC. It is expected that the New AbbVie shares
to be issued to Shire shareholders under a scheme of arrangement will be issued
in reliance upon the exemption from the registration requirements of the
Securities Act of 1933, as amended, provided by Section 3(a)(10) thereof.
Participants in the Solicitation
AbbVie, its directors and certain of its executive officers may be considered
participants in the solicitation of proxies in connection with the transactions
contemplated by the proxy statement/prospectus. Information about the directors
and executive officers of AbbVie is set forth in its Annual Report on Form 10-K
for the year ended December 31, 2013, which was filed with the SEC on February
21, 2014, and its proxy statement for its 2014 annual meeting of stockholders,
which was filed with the SEC on March 24, 2014. Other information regarding
potential participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise, are contained
in the proxy statement/prospectus filed with the SEC.
Forward-Looking Statements
This announcement contains certain forward-looking statements with respect to a
combination involving AbbVie and Shire. 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
necessary regulatory approvals or stockholder approvals will not be obtained or
any of the other conditions to the combination will not be satisfied, adverse
effects on the market price of AbbVie shares and on AbbVie's or Shire's
operating results because of a failure to complete the combination, failure to
realise the expected benefits of the possible combination, negative effects
relating to the announcement of the possible combination or any further
announcements relating to the possible combination or the consummation of the
possible combination on the market price of AbbVie shares or Shire shares,
significant transaction costs and/or unknown liabilities, general economic and
business conditions that affect the combined companies following the
consummation of the possible combination, 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 combinations 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, Shire'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 release could cause AbbVie's
plans with respect to Shire, AbbVie's or Shire'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 release are therefore cautioned not to
place undue reliance on these forward-looking statements which speak only as at
the date of this release. Additional information about economic, competitive,
governmental, technological and other factors that may affect AbbVie is set
forth in Item 1A, "Risk Factors," in AbbVie's 2013 Annual Report on Form 10-K
and in Item 1A, "Risk Factors" of Part II of AbbVie's second quarter 2014
Quarterly Report on Form 10-Q, which have been filed with the SEC, the contents
of which are not incorporated by reference into, nor do they form part of, this
release. Neither AbbVie nor Shire undertakes any obligation to release publicly
any revisions to forward-looking statements as a result of subsequent events or
developments, except as required by law.
SOURCE AbbVie
The content and accuracy of news releases published on this site and/or
distributed by PR Newswire or its partners are the sole responsibility of the
originating company or organisation. Whilst every effort is made to ensure the
accuracy of our services, such releases are not actively monitored or reviewed
by PR Newswire or its partners and under no circumstances shall PR Newswire or
its partners be liable for any loss or damage resulting from the use of such
information. All information should be checked prior to publication.
-0- Oct/16/2014 07:03 GMT
2014-10-16 07:03:16.977 GMT
PR Newswire/Les Echos/
Announcement Of Notice To Shire Of AbbVie Board Intention To Reconsider
Recommendation
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
NORTH CHICAGO, Ill., Oct. 15, 2014 -- AbbVie Inc. ("AbbVie") announces it has
notified Shire plc ("Shire") of its Board of Directors' intention to reconsider
the recommendation made on July 18, 2014 that AbbVie stockholders adopt the
merger agreement needed to complete the proposed combination of AbbVie and
Shire.
AbbVie's Board will consider, among other things, the impact of the U.S.
Department of Treasury's proposed unilateral changes to the tax regulations
announced on Septem ber 22, 2014, including the impact to the fundamental
financial benefits of the transaction.
Accordingly, AbbVie has notified Shire under the Co-operation Agreement that
AbbVie's Board of Directors intends to meet to consider whether to withdraw or
modify its recommendation. Under the Agreement, AbbVie must provide three
business days' notice of any intention to consider a change in recommendation.
Accordingly, AbbVie's Board plans to meet on October 20, 2014, unless Shire
agrees to waive the notice.
At this time, AbbVie's Board of Directors has not withdrawn or modified its
recommendation to AbbVie stockholders. Under the conditions of AbbVie's offer
and the terms of the Co-operation Agreement, if AbbVie's Board of Directors was
to withdraw or modify its recommendation, the withdrawal or modification alone
would not cause a lapse of AbbVie's offer or terminate the Co-operation
Agreement. Unless Shire and the UK Takeover Panel agree otherwise, AbbVie must
convene an AbbVie stockholder meeting to consider the adoption of the U.S.
merger agreement. AbbVie's offer will lapse if the company's stockholders do
not adopt the agreement.
A further announcement will be made as appropriate.
In accordance with Rule 30.4 of The City Code on Takeovers and Mergers issued
by the Panel on Takeovers and Mergers (the "Code"), a copy of this announcement
can be found on AbbVie's website at
http://www.abbvieinvestor.com/
phoenix.zhtml?c=251551&p=irol-disclaimer-documents
Inquiries:
AbbVie investor contacts
Larry Peepo (Tel: +1 847 935 6722)
AbbVie media contacts
Jennifer Smoter (Tel: +1 847 935 8865)
J.P. Morgan (Financial Adviser)
Jeffrey Hoffman / Henry Gosebruch / Ben Wallace (New York, Tel: +1 212 270 6000)
Laurence Hollingworth / Dwayne Lysaght / James Robinson
(London, Tel: +44 207 742 4000)
Richard Jacques
Brunswick Group, UK
+1 44 7974 982557
About AbbVie
AbbVie is a global, research-based biopharmaceutical company formed in January
2013 following separation from AbbVie Parent. The company's mission is to use
its expertise, dedicated people and approach to innovation to develop and market
advanced therapies that address some of the world's most complex and serious
diseases. AbbVie employs approximately 25,000 people worldwide and markets
medicines in more than 170 countries. AbbVie is traded on the New York Stock
Exchange under "ABBV". Additional information is available on the company's
website at www.AbbVie.com.
J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Limited
(which conducts its UK investment banking business as J.P. Morgan Cazenove and
which is authorised and regulated by the Financial Conduct Authority in the
United Kingdom) (collectively, "J.P. Morgan"), is acting exclusively for AbbVie
and no one else in connection with the Transaction and will not be responsible
to anyone other than AbbVie for providing the protections afforded to clients
of J.P. Morgan or its affiliates nor for providing advice in relation to the
Transaction or any other matters referred to in this announcement.
Offer or Solicitation
This release is provided for informational purposes only and does not constitute
an offer to sell, or an invitation to subscribe for, purchase or exchange, any
securities or the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance, exchange or transfer of the securities
referred to in this release in any jurisdiction in contravention of applicable
law.
Additional Information and Where to Find It
In furtherance of the combination, AbbVie Private Limited ("New AbbVie") has
filed with the SEC a registration statement on Form S-4 containing a preliminary
Proxy Statement of AbbVie that also constitutes a preliminary Prospectus of New
AbbVie relating to the New AbbVie shares to be issued to New AbbVie stockholders
in the combination. In addition, AbbVie, New AbbVie and Shire may file
additional documents with the SEC.
INVESTORS AND SECURITY HOLDERS OF ABBVIE AND SHIRE ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS, AND OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH
THE TRANSACTION, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Those documents, when filed, as well as AbbVie's and New
AbbVie's other public filings with the SEC may be obtained without charge at the
SEC's website at www.sec.gov, at AbbVie's website at www.AbbVieinvestor.com and
at Shire's website at www.Shire.com. AbbVie plans to mail its stockholders the
definitive proxy statement/prospectus after the registration statement on Form
S-4 is declared effective by the SEC. It is expected that the New AbbVie shares
to be issued to Shire shareholders under a scheme of arrangement will be issued
in reliance upon the exemption from the registration requirements of the
Securities Act of 1933, as amended, provided by Section 3(a)(10) thereof.
Participants in the Solicitation
AbbVie, its directors and certain of its executive officers may be considered
participants in the solicitation of proxies in connection with the transactions
contemplated by the proxy statement/prospectus. Information about the directors
and executive officers of AbbVie is set forth in its Annual Report on Form 10-K
for the year ended December 31, 2013, which was filed with the SEC on February
21, 2014, and its proxy statement for its 2014 annual meeting of stockholders,
which was filed with the SEC on March 24, 2014. Other information regarding
potential participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise, are contained
in the proxy statement/prospectus filed with the SEC.
Forward-Looking Statements
This announcement contains certain forward-looking statements with respect to a
combination involving AbbVie and Shire. 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
necessary regulatory approvals or stockholder approvals will not be obtained or
any of the other conditions to the combination will not be satisfied, adverse
effects on the market price of AbbVie shares and on AbbVie's or Shire's
operating results because of a failure to complete the combination, failure to
realise the expected benefits of the possible combination, negative effects
relating to the announcement of the possible combination or any further
announcements relating to the possible combination or the consummation of the
possible combination on the market price of AbbVie shares or Shire shares,
significant transaction costs and/or unknown liabilities, general economic and
business conditions that affect the combined companies following the
consummation of the possible combination, 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 combinations 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, Shire'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 release could cause AbbVie's
plans with respect to Shire, AbbVie's or Shire'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 release are therefore cautioned not to
place undue reliance on these forward-looking statements which speak only as at
the date of this release. Additional information about economic, competitive,
governmental, technological and other factors that may affect AbbVie is set
forth in Item 1A, "Risk Factors," in AbbVie's 2013 Annual Report on Form 10-K
and in Item 1A, "Risk Factors" of Part II of AbbVie's second quarter 2014
Quarterly Report on Form 10-Q, which have been filed with the SEC, the contents
of which are not incorporated by reference into, nor do they form part of, this
release. Neither AbbVie nor Shire undertakes any obligation to release publicly
any revisions to forward-looking statements as a result of subsequent events or
developments, except as required by law.
SOURCE AbbVie
The content and accuracy of news releases published on this site and/or
distributed by PR Newswire or its partners are the sole responsibility of the
originating company or organisation. Whilst every effort is made to ensure the
accuracy of our services, such releases are not actively monitored or reviewed
by PR Newswire or its partners and under no circumstances shall PR Newswire or
its partners be liable for any loss or damage resulting from the use of such
information. All information should be checked prior to publication.
-0- Oct/16/2014 07:03 GMT