ALLERGAN PLC Item 8.01. Other Matters.
On
AstraZeneca plc will acquire brazikumab, an investigational IL-23 inhibitor in Phase 2b/3 development for Crohn's Disease and in Phase 2 development for ulcerative colitis, including global development and commercial rights.
Nestlé S.A. ("Nestlé") will acquire and take full operational ownership of
Zenpep upon closing the transaction with customary transition support from
Allergan. Zenpep is a treatment, which is available in
The closings of the Divestitures are contingent upon receipt of
A copy of the press release relating to the announcement of the Divestitures is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedJanuary 27, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements, including with respect to the pending acquisition involving AbbVie and Allergan, Allergan's divestitures of brazikumab and Zenpep 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 divestitures and/or the pending acquisition will not be pursued, failure to obtain necessary regulatory approvals or 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
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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 report 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 report are
therefore cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date of this report. 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
Any forward-looking statements in this report 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 report 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 report. 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 report for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
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