ALLERGAN PLC 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 . . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Prior to the effective time of the Scheme, the Allergan ordinary shares were
listed and traded on the
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The information set forth in Item 2.01 is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Items 2.01, 3.01, 5.01 and 5.03 is incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
At the effective time of the Scheme, a change in control of Allergan occurred, and Allergan is now a direct wholly-owned subsidiary of AbbVie.
The information set forth in Items 2.01, 3.03 and 5.01 is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
At the effective time of the Scheme,
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the effective time of the Scheme, the Memorandum and Articles of
A copy of the amended and restated Memorandum and Articles of
The information set forth in Item 2.01 is incorporated herein by reference.
Item 8.01. Other Events
On
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Exhibit
2.1 Transaction Agreement, dated as of June 25, 2019 , between AbbVie,
Allergan and Acquirer Sub (incorporated by reference to Exhibit 2.1
of Allergan's Current Report on Form 8-K filed on June 25, 2019 ).
2.2 Appendix III to the Rule 2.5 Announcement, dated as of June 25,
2019 (Conditions Appendix) (incorporated by reference to Exhibit 2.2
of Allergan's Current Report on Form 8-K filed on June 25, 2019 ).
3.1 Amended and Restated Memorandum and Articles of Association of
Allergan plc , dated as of May 8, 2020 .
99.1 Press Release dated May 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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