AbbVie Completes Transformative Acquisition of Allergan
- Creates biopharmaceutical company with leadership positions in key therapeutic areas: Immunology, Hematologic Oncology, Neuroscience, and Allergan Aesthetics Robust portfolio of on-market and pipeline assets well-positioned for sustainable long-term growth
- Provides immediate scale and profitability to AbbVie’s Growth Platform (ex-Humira)
- Elects Thomas C. Freyman to its Board of Directors
North
Chicago, May 8th, 2020 – AbbVie (NYSE: ABBV), a
research-based global biopharmaceutical company, announced today that it has
completed its acquisition of Allergan plc following receipt of regulatory
approval from all government authorities required by the transaction agreement
and approval by the Irish High Court.
“We
are pleased to reach this important milestone for the Company, its employees,
shareholders and the patients we serve” said Richard A. Gonzalez, chairman and
chief executive officer, AbbVie.
“Our
new Allergan colleagues should be commended for all their efforts, along with
those of our own employees, to achieve this turning point for our Company. The
new AbbVie will be a well-diversified leader in many important therapeutic
categories, with both on-market and pipeline assets, and our financial strength
will allow us to continue to invest in innovative science and continue to serve
unmet medical needs of patients that rely upon us. I am proud of both
organizations and look forward to the opportunities ahead.”
Well-Positioned
for Long-Term Growth in Key Therapeutic Areas
The
transaction significantly expands and diversifies AbbVie’s revenue base and
complements existing leadership positions in Immunology, with Humira®, and
recently launched Skyrizi TM and RinvoqTM, and Hematologic Oncology, with
Imbruvica® and Venclexta®. Allergan provides new growth opportunities in
Neuroscience, with Botox® Therapeutics, Vraylar® and UbrelvyTM and a global
aesthetics business, with leading brands including Botox® and Juvederm®.
This
diversified on-market portfolio will drive the existing AbbVie growth platform
(ex-Humira) to approximately $30 billion in revenues in full year
2020, with combined revenues of approximately $50 billion. It also
positions the Company for enhanced long-term growth potential, a growing
dividend and investment in innovation in each of its therapeutic categories.
The Company anticipates rapidly paying down the incremental debt with its
increased operating cash flows.
Additionally,
in connection with the closing of the transaction, the AbbVie Board of
Directors has elected Thomas C. Freyman, retired Executive Vice President and
Chief Financial Officer, Abbott to join the AbbVie board. Mr. Freyman recently
served on the Allergan Board of Directors.
Financial
Terms
Under
the terms of the transaction agreement, Allergan shareholders will receive
0.8660 AbbVie shares and $120.30 in cash for each Allergan share, for
a total consideration of $193.23 per Allergan share (based on the
closing price of AbbVie’s common stock of $84.22 on May 7, 2020).
Allergan common stock ceased trading on the New York Stock Exchange as of the
close of trading today.
About
AbbVie
AbbVie’s
mission is to discover and deliver innovative medicines that solve serious
health issues today and address the medical challenges of tomorrow. We strive
to have a remarkable impact on people’s lives across several key therapeutic
areas: immunology, oncology, neuroscience, eye care, virology, women’s health
and gastroenterology, in addition to products and services across its Allergan
Aesthetics portfolio. For more information about AbbVie, please visit us at www.abbvie.com.
Follow @abbvie on Twitter, Facebook, Instagra
Forward-Looking
Statements
This
announcement contains certain forward-looking statements, including with
respect to AbbVie’s acquisition of Allergan (the “acquisition”) and the
combined group’s estimated or anticipated future business, performance and
results of operations and financial condition, including estimates, forecasts,
targets and plans for 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, failure to realize the
expected benefits of the acquisition, including the synergies and value
creation contemplated by the acquisition, failure to promptly and effectively
integrate Allergan’s businesses, negative effects relating to the consummation
of the acquisition on the market price of AbbVie’s shares of common stock,
significant transaction costs and/or unknown or inestimable liabilities,
potential litigation associated with the acquisition, the combined group’s
inability to retain key personnel, general economic and business conditions that
affect the combined group, 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 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 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 is set
forth in AbbVie’s periodic public filings with the U.S. Securities and Exchange
Commission, including, but not limited to, AbbVie’s Annual Report on Form 10-K
for the year ended December 31, 2019 as updated by its subsequent Quarterly
Reports on Form 10-Q, and, from time to time, AbbVie’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 and/or its board of directors 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, neither AbbVie
nor any member of its 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 or its board
of directors or any person acting on behalf of them are expressly qualified in
their entirety by this paragraph.
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