HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY Item 1.01 Entry into a Material Definitive Agreement.
Transaction Agreement and Conditions Appendix
On
At the effective time of the Scheme (the "Effective Time"), holders of the
ordinary shares of the Company, nominal value
• each of the Company's options to purchase Shares (each an "Option") that
are outstanding as of immediately prior to the Effective Time (whether or
not vested) will, contingent upon and effective as of the Effective Time,
be canceled and converted into the right to receive cash, without
interest, in an amount equal to (a) the total number of Shares subject to
such Option immediately prior to the Effective Time, multiplied by
(b) the excess of (i) the Consideration over (ii) the exercise price
payable per Share under such Option;
• each of the Company's restricted stock unit awards, excluding PSUs (as
defined below), (each a "RSU") that is outstanding as of immediately
prior to the Effective Time (whether or not vested) will, contingent upon
and effective as of the Effective Time, (a) if granted to a non-employee
member of the Company's board of directors (the "Board") or held by a
person who, as of the date of the completion of the Acquisition, is a
former service-provider of the Company, be canceled and converted into
the right to receive a cash amount equal to (i) the total number of
Shares subject to such RSU immediately prior to the Effective Time
multiplied by (ii) the Consideration, and (b) if not granted to an
individual described in clause (a) above, be canceled and converted into
a restricted stock unit (each, a "Parent RSU") denominated in shares of
Parent's common stock, par value $0.0001 per share ("Parent Common
Stock"). The number of shares of Parent Common Stock subject to each such
Parent RSU shall be equal to the product (rounded down to the nearest
whole number) of (a) the total number of Shares subject to such RSU
immediately prior to the Effective Time multiplied by (b) (i) the
Consideration divided by (ii) the volume weighted average of the per
share closing price of Parent Common Stock on the Nasdaq Global Select
Market for five trading days ending on the second business day prior to
the completion of the Acquisition. Following the Effective Time, each
Parent RSU will continue to be governed by the same terms and conditions
(including vesting terms) as were applicable to the applicable RSU
immediately prior to the Effective Time; and
• each of the Company's restricted stock unit awards with performance-based
vesting or delivery requirements (each, a "PSU") that are outstanding as
of immediately prior to the Effective Time (whether or not vested) will,
contingent upon and effective as of the Effective Time, be canceled and
converted into the right to receive cash, without interest, in an amount
equal to (i) the total number of Shares issuable in settlement of such
PSU as determined, in accordance with the terms of such PSU, by the
compensation committee of the Board prior to the Effective Time
multiplied by (ii) the Consideration.
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The Acquisition is subject to customary closing conditions, including, among
other things, (a) the approval by the Company shareholders of the Scheme,
(b) the sanction by the
The Transaction Agreement contains customary representations, warranties and covenants by the Company and Parent. From the date of the Transaction Agreement until the earlier of the completion of the Acquisition and the termination of the Transaction Agreement, the Company has agreed to use commercially reasonable efforts to operate its business in the ordinary course and has agreed to certain other operating covenants, as set forth more fully in the Transaction Agreement.
The Company has agreed not to directly or indirectly solicit or knowingly encourage discussions or negotiations with any third party regarding acquisition proposals. Notwithstanding these restrictions, the Company may under certain circumstances provide, pursuant to a confidentiality agreement on certain terms set forth in the Transaction Agreement, information to and engage in discussions or negotiations with third parties with respect to an unsolicited, written alternative acquisition proposal that the board of directors of the Company has determined in good faith, after consultation with its financial advisor and outside legal counsel, constitutes or would reasonably be expected to lead to a superior proposal and that failure to take such action would be inconsistent with the board's fiduciary duties under applicable legal requirements.
The Transaction Agreement requires that the Company's board of directors unanimously recommend that the shareholders of the Company vote in favor of the . . .
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Executive Compensation Arrangements
On
On
Item 7.01 Regulation FD Disclosure.
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On
The information in this Item 7.01 and Exhibit 99.1 incorporated herein shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibits Description 2.1* Transaction Agreement, dated as ofDecember 11, 2022 , by and among Amgen Inc.,Pillartree Limited andHorizon Therapeutics plc . 2.2 Appendix 3 to the Rule 2.7 Announcement, dated as ofDecember 12, 2022 (Conditions Appendix). 99.1 Rule 2.7 Announcement, dated as ofDecember 12, 2022 . 99.2 Transaction Frequently Asked Questions, dated as ofDecember 12, 2022 . 99.3 Employee Letter fromTimothy P. Walbert , dated as ofDecember 12, 2022 . 99.4 Form of Partner Letter, dated as ofDecember 12, 2022 . 99.5 Form of Investor Letter, dated as ofDecember 12, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation
S-K. The registrant agrees to furnish supplementally a copy of any omitted
schedule or exhibit to the
NO OFFER OR SOLICITATION
This report is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
The Acquisition will be implemented by means of an
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the Acquisition, the Company will file with the
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STATEMENT (INCLUDING THE SCHEME DOCUMENT) ANY AMENDMENTS OR SUPPLEMENTS THERETO AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE ACQUISITION, INCLUDING ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION, THE PARTIES TO THE SCHEME AND RELATED MATTERS.
Any vote in respect of the resolutions to be proposed at the Company shareholders meetings to approve the Acquisition, the Scheme or related matters, or other responses in relation to the Acquisition, should be made only on the basis of the information contained in the definitive Proxy Statement (including the Scheme Document).
The preliminary and definitive Proxy Statements, if and when filed, as well as
the Company's other public filings with the
PARTICIPANTS IN THE SOLICITATION
The Company and certain of its directors, executive officers and employees may
be deemed to be participants in the solicitation of proxies from Company
shareholders in connection with the Acquisition and any other matters to be
voted on at the Company shareholder meetings. Information about the directors
and executive officers of the Company, including a description of their direct
or indirect interests, by security holdings or otherwise, is set forth in the
Company's definitive Proxy Statement on Schedule 14A for its 2022 annual general
meeting of shareholders, dated and filed with the
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by words such as "anticipate," "believe," "intend," "estimate," "expect," "see," "continue," "could," "can," "may," "will," "likely," "depend," "should," "would," "plan," "predict," "target," and similar expressions, and may include references to assumptions and relate to the Company's future prospects, developments and business strategies, and the Acquisition. Such forward-looking statements include, but are not limited to, statements relating to the Acquisition involving Parent and the Company, the Company's current expectations and estimates about the expected effects and anticipated benefits of the Acquisition, the date of closing of the Acquisition, including the parties' ability to satisfy the conditions to the consummation of the Acquisition and the other conditions set forth in the Transaction Agreement, and the Company's business activities and strategies. The Company's expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but
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not limited to risks and uncertainties related to: the ability of the parties to
consummate the Acquisition in a timely manner or at all; the satisfaction (or
waiver) of conditions to the consummation of the Acquisition, including with
respect to the approval of Company shareholders and required regulatory
approvals; potential delays in consummating the Acquisition; the ability of the
Company to timely and successfully achieve the anticipated benefits of the
Acquisition; the impact of health pandemics, including the COVID-19 pandemic, on
the parties' respective businesses and the actions the parties may take in
response thereto, the occurrence of any event, change or other circumstance or
condition that could give rise to the termination of the Transaction Agreement;
the effect of the announcement or pendency of the Acquisition on the Company's
business relationships, operating results and business generally; costs related
to the Acquisition; and the outcome of any legal proceedings that may be
instituted against the parties or any of their respective directors or officers
related to the Transaction Agreement or the Acquisition. Additional risks and
uncertainties that could cause actual outcomes and results to differ materially
from those contemplated by the forward-looking statements are included under the
caption "Risk Factors" and elsewhere in the Company's most recent filings with
the
RESPONSIBILITY STATEMENT REQUIRED BY THE IRISH TAKEOVER RULES
The directors of the Company accept responsibility for the information contained in this communication. To the best of the knowledge and belief of the directors (who have taken all reasonable care to ensure that such is the case), the information contained in this communication is in accordance with the facts and does not omit anything likely to affect the import of such information.
DEALING DISCLOSURE REQUIREMENTS OF THE IRISH TAKEOVER RULES
Under the provisions of Rule 8.3(b) 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 the Company (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities'), that
person must publicly disclose all 'dealings' in any 'relevant securities' of the
Company during the 'offer period,' by not later than
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 the Company, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.
A disclosure table, giving details of the companies in whose 'relevant
securities' and 'dealings' should be disclosed can be found on the
'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 be
found on the
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ADDITIONAL INFORMATION
Certain capitalised words used in this communication and not herein defined have
the meanings given to such words in the Rule 2.7 Announcement dated
The release, publication or distribution of this communication in, into, or
from, certain jurisdictions other than
No statement in this communication is intended to constitute a profit forecast or a quantified financial benefit statement 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 the Company or Parent. No statement in this communication constitutes an asset valuation.
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