Item 2.01. Completion of Acquisition or Disposition of Assets.
On
The Acquisition was conditioned on, among other things, the sanction of the
Scheme by the
At the effective time of the Scheme, Acquirer Sub acquired all of the
outstanding ordinary shares of Allergan and each outstanding ordinary share of
Allergan, excluding the Excluded Scheme Share (as defined in the Transaction
Agreement) and any Allergan treasury shares, was cancelled and automatically
converted into the right to receive (i)
Also at the effective time of the Scheme, (i) each Allergan stock option and
each Allergan restricted stock unit award that was outstanding immediately prior
to the effective time of the Scheme was substituted by AbbVie with a
corresponding AbbVie stock option and AbbVie restricted stock unit award
relating to shares of AbbVie common stock, with the number of shares of AbbVie
common stock subject to such award and, if applicable, the exercise price per
share applicable to such award, determined in accordance with the formulas set
forth in the Transaction Agreement, and (ii) each Allergan performance stock
unit award that was outstanding as of immediately prior to the effective time of
the Scheme was substituted by AbbVie with an AbbVie restricted stock unit award
relating to shares of AbbVie common stock, that vests based on the holder's
continued service following the effective time of the Scheme, with the number of
shares of AbbVie common stock subject to such award determined in accordance
with the formulas set forth in the Transaction Agreement (which, for any
Allergan performance stock unit awards that were subject to performance-based
vesting conditions on
The substituted AbbVie stock options and AbbVie restricted stock units, as described above, have the same terms and conditions (including the same time-based vesting conditions, but excluding any performance-based vesting conditions) as applied to the corresponding Allergan stock options, Allergan restricted stock units and Allergan performance stock units immediately prior to the effective time of the Scheme, except for terms rendered inoperative by reason of the transactions contemplated by the Transaction Agreement or such other immaterial administrative or ministerial changes that are not adverse to any holder other than in any de minimis respect.
The foregoing summaries of the Acquisition, the Transaction Agreement and
Appendix III to the Rule 2.5 Announcement (the "Conditions Appendix") do not
purport to be complete and are subject to, and qualified in their entirety by,
the full text of the Transaction Agreement and the Conditions Appendix, which
were filed as Exhibits 2.1 and 2.2, respectively, to AbbVie's Current Report
on Form 8-K filed on
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off- Balance Sheet Arrangement of a Registrant
As previously reported, on
The description of the Term Loan Credit Agreement contained in this Item 2.03
does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the Term Loan Credit Agreement, which was filed as Exhibit
10.1 to AbbVie's Current Report on Form 8-K filed on
Item 3.02. Unregistered Sales of
The disclosure set forth above in Item 2.01 of this Current Report on Form 8-K with respect to the issuance of AbbVie Shares in connection with the Acquisition is incorporated by reference herein. The AbbVie Shares issued in connection with the Acquisition were not registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 3(a)(10) of the Securities Act and/or the regulations promulgated thereunder.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the completion of the Acquisition, effective following the
effective time of the Scheme, AbbVie expanded the size of its Board of Directors
(the "Board") from eleven directors to twelve directors and appointed
This appointment was made as contemplated by the Transaction Agreement, a copy
of which was filed as Exhibit 2.1 to AbbVie's Current Report on Form 8-K filed
on
Item 8.01. Other Events Press Release
On
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required by this Item 9.01(a) are not included in this Current Report on Form 8-K. AbbVie intends to file such financial statements by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this Item 9.01(b) is not included in this Current Report on Form 8-K. AbbVie intends to file such pro forma financial information by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits Exhibit No. Exhibit 2.1 Transaction Agreement, dated as ofJune 25, 2019 , between AbbVie, Allergan and Acquirer Sub (incorporated by reference to Exhibit 2.1 of AbbVie's Current Report on Form 8-K filed onJune 25, 2019 ). 2.2 Appendix III to the Rule 2.5 Announcement, dated as ofJune 25, 2019 (Conditions Appendix) (incorporated by reference to Exhibit 2.2 of AbbVie's Current Report on Form 8-K filed onJune 25, 2019 ). 99.1 Press Release datedMay 8, 2020 104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).
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