Allergan shareholders okays USD 63 billion AbbVie acquisition

Under the terms of the agreement announced on June 25, 2019, AbbVie will acquire Allergan in a cash and stock transaction for a transaction equity value of approximately $63 billion, based on the closing price of AbbVie's common stock of $78.45 on June 24, 2019.

New Delhi: Allergan plc recently announced that its shareholders have voted to approve the previously announced proposed acquisition of Allergan by AbbVie Inc ("AbbVie"). As described below, more than 99 percent of the votes cast at both a special court-ordered meeting of shareholders (the "Court Meeting"), and at an extraordinary general meeting of shareholders (the "EGM") were in favor of the transaction, representing (in each case) approximately 68.6 percent of the shares outstanding and eligible to be voted at each of the Allergan shareholder meetings held on October 14, 2019 in Dublin, Ireland.

Under the terms of the agreement announced on June 25, 2019, AbbVie will acquire Allergan in a cash and stock transaction for a transaction equity value of approximately $63 billion, based on the closing price of AbbVie's common stock of $78.45 on June 24, 2019. Allergan shareholders will receive 0.8660 AbbVie Shares and $120.30 in cash for each Allergan share, for a total consideration of $188.24 per Allergan share. The transaction is expected to close in early 2020, subject to customary closing conditions and regulatory approvals.

Commenting on the same, Brent Saunders, Chairman and CEO of Allergan said, "On behalf of Allergan's Board of Directors and executive team, I would like to thank our shareholders for their overwhelming support of the proposed combination with AbbVie," said

"In addition to delivering value for shareholders, this combination will create a leading biopharmaceutical company with a diversified portfolio and enhanced opportunity to invest in and deliver innovation for the patients we serve," Brent added.

Results of Court Meeting and Extraordinary General Meeting

As described above, on October 14, 2019, Allergan held a Court Meeting and EGM in Dublin, Ireland, in each case relating to the previously announced transaction whereby Venice Subsidiary, LLC, a Delaware corporation ("Acquirer Sub"), a direct wholly-owned subsidiary of AbbVie, will acquire Allergan (the "Acquisition").

Both meetings were held to seek shareholder approval of the Acquisition, which will be effected by means of a "scheme of arrangement" under Chapter 1 of Part 9 of the Irish Companies Act of 2014, in accordance with Irish law. Allergan's shareholders approved the proposal at the Court Meeting and each of the proposals at the EGM required to approve and implement the scheme of arrangement.

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There were 328,096,999 ordinary shares of Allergan outstanding as of 9:00 a.m. on September 16, 2019, the voting record time for the Court Meeting and the EGM. A quorum was present at each of the Court Meeting and the EGM. Because the votes required to approve the proposals at the Court Meeting and the EGM are based on votes properly cast at the applicable meeting, and because abstentions are not considered votes properly cast, abstentions and broker non-votes along with failures to vote have no effect on such proposals.

Allergan will be filing a Form 8-K with the U.S. Securities and Exchange Commission setting forth the final results of voting on each of the items submitted to a vote of Allergan's shareholders at the Court Meeting and the EGM. The final results of voting on each of the items submitted to a vote of Allergan's shareholders at the Court Meeting and the EGM are as follows.

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