Announcement under the Irish Takeover Rules: Relevant Securities in Issue - January 30, 2020
DUBLIN, Jan. 30, 2020 /PRNewswire/ --
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
In accordance with Rule 2.10 of the Irish Takeover Rules, Allergan plc (NYSE: AGN) ("Allergan") confirms that, as of the close of business on January 28, 2020, Allergan's issued share capital, excluding treasury shares, consisted of 328,763,705 ordinary shares, par value US$0.0001 per share (the "Allergan Ordinary Shares"). The International Securities Identification Number (ISIN) of the Allergan Ordinary Shares is IE00BY9D5467.
Allergan confirms that, as of the close of business on January 28, 2020, there were outstanding 2,738,835 restricted share units (the "Allergan Restricted Share Units") and 5,366,900 options to purchase Allergan Ordinary Shares (the "Allergan Share Options") granted by Allergan. Upon vesting, each Allergan Restricted Share Unit entitles the holder to receive one Allergan Ordinary Share and each Allergan Share Option entitles the holder to purchase one Allergan Ordinary Share at the applicable exercise price.
Allergan also confirms that, as of the close of business on January 28, 2020, there were outstanding performance share units (the "Allergan Performance Share Units") entitling holders to receive up to a maximum of 434,009 Allergan Ordinary Shares upon vesting, assuming satisfaction of the applicable performance criteria at maximum performance.
The number of Allergan Ordinary Shares capable of being issued in respect of the Allergan Restricted Share Units and Allergan Performance Share Units described in this announcement includes the Allergan Ordinary Shares capable of being issued upon the vesting of the applicable dividend equivalent units attaching to the respective Allergan Restricted Share Units and Allergan Performance Share Units.
Allergan is a global pharmaceutical leader. Allergan is 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. Allergan has operations in more than 100 countries. Allergan's ordinary shares are currently traded on the New York Stock Exchange under the symbol "AGN." For more information about Allergan, please visit www.allergan.com.
+1 862 261 7320
Manisha Narasimhan, PhD
+ 1 862 261 7162
Statement Required by the Irish Takeover Rules
The Allergan directors accept responsibility for the information contained in this announcement. 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 respectively accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, 'interested' (directly or indirectly) in, 1% or more of any class of 'relevant securities' of Allergan or AbbVie Inc. ("AbbVie"), all 'dealings' in any 'relevant securities' of Allergan or AbbVie (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by not later than 3:30 pm (New York time) on the 'business' day following the date of the relevant acquisition. This requirement will continue until the date on which the Scheme (as defined in the Proxy Statement filed with the U.S. Securities and Exchange Commission on September 16, 2019) becomes effective or on which the 'offer period' otherwise ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of Allergan or AbbVie, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules, all 'dealings' in 'relevant securities' of Allergan by AbbVie or 'relevant securities' of AbbVie by Allergan, or by any party acting in concert with either of them, must also be disclosed by no later than 12 noon (New York time) on the 'business' day following the date of the relevant acquisition.
A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie
No Profit Forecast / Asset Valuations
No statement in this announcement is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for AbbVie or Allergan as appropriate. No statement in this announcement constitutes an asset valuation.
The release, publication or distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions (the "Restricted Jurisdictions"). Accordingly, copies of this announcement and all other documents relating to the proposed acquisition of Allergan by AbbVie (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. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Acquisition disclaim any responsibility or liability for the violations of any such restrictions by any person.
A copy of this announcement will be available, free of charge (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on the Allergan website at www.allergan.com. The contents of the Allergan website are not incorporated into, and do not form part of, this announcement.
Any response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition and the Scheme are made. Allergan shareholders are advised to read carefully the Scheme Documents.
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.
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SOURCE Allergan plc