Allergan : Definitive proxy statement relating to merger or acquisition

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))☒ Definitive Proxy Statement
• Definitive Additional Materials
• Soliciting Material under Rule 14a-12

ALLERGAN PLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

• No fee required.
• Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
• 1. Title of each class of securities to which transaction applies:
  2. Aggregate number of securities to which transaction applies:
  3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
  4. Proposed maximum aggregate value of transaction:
  5. Total fee paid:

• Fee paid previously with preliminary materials.

• Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
• 1. Amount Previously Paid:
  2. Form, Schedule or Registration Statement No.:
  3. Filing Party:
  4. Date Filed:

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ALLERGAN PLC

Clonshaugh Business and Technology Park,

Coolock, Dublin D17 E400 Ireland

TRANSACTION PROPOSED-YOUR VOTE IS VERY IMPORTANT

To our Shareholders:

You are cordially invited to attend two special meetings of the shareholders of Allergan plc, referred to as "Allergan." The first, the special Court- ordered meeting, is to be held on October 14, 2019 at 10:30 a.m. local time, at The Conrad Hotel, Earlsfort Terrace, Dublin 2, Ireland, and the second, the extraordinary general meeting of shareholders, referred to as the "extraordinary general meeting," is to be held on October 14, 2019 at 10:45 a.m. local time, at The Conrad Hotel, Earlsfort Terrace, Dublin 2, Ireland, or, if the special Court-ordered meeting has not concluded by 10:45 a.m. local time, as soon as possible after the conclusion or adjournment of the special Court-ordered meeting.

As previously announced, on June 25, 2019, Allergan entered into a Transaction Agreement, referred to as the "Transaction Agreement," by and among Allergan, AbbVie Inc., a Delaware corporation, referred to as "AbbVie," and Venice Subsidiary LLC, a Delaware limited liability company and a direct wholly owned subsidiary of AbbVie, referred to as "Acquirer Sub." Under the terms of the Transaction Agreement, Acquirer Sub will acquire Allergan (referred to as the "acquisition" or the "transaction") pursuant to a scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act 2014, referred to as the "Act," and a capital reduction under Sections 84 to 86 of the Act, which are collectively referred to as the "scheme." As a result of the scheme, Allergan will become a wholly owned subsidiary of AbbVie.

As consideration for the acquisition, Allergan shareholders will be entitled to receive at the effective time of the scheme, referred to as the "effective time," (i) $120.30 in cash and (ii) 0.8660 of a newly issued share of AbbVie common stock, par value $0.01 per share (the "AbbVie common stock"), in exchange for each Allergan ordinary share held by such Allergan shareholders, which together are referred to as the "scheme consideration." If the payment of the scheme consideration would result in the issuance of AbbVie common stock in excess of 19.99% of the aggregate shares of AbbVie common stock outstanding immediately prior to the completion of the acquisition (the "completion") (as reasonably determined by AbbVie) (the "share cap"), the exchange ratio of 0.8660 will be reduced by the smallest number (rounded to the nearest 0.0001) that causes the total number of shares of AbbVie common stock issuable in the acquisition to not exceed the share cap, and the cash consideration described above would then be increased by an amount in cash equal to that number multiplied by the ten (10) day volume-weighted average price of AbbVie common stock starting with the opening of trading on the eleventh trading day prior to the date of completion (the "completion date") to the closing of trading on the second to last trading day prior to the completion date.

Allergan equity awards will be treated as set forth in the Transaction Agreement, such that (i) each Allergan option and each Allergan restricted stock unit award that is outstanding immediately prior to the effective time will be substituted by AbbVie with a corresponding 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 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 is outstanding as of immediately prior to the effective time will be substituted by AbbVie with an AbbVie restricted stock unit award that vests based on the holder's continued service following the effective time and relates to a number of shares of AbbVie common stock determined in accordance with the formula set forth in the Transaction Agreement, in each case, as further described below.

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You are being asked to vote on a proposal to approve the scheme at both special meetings, as well as additional proposals being presented at the extraordinary general meeting that shareholders must approve in order to properly implement the scheme and upon which approval of the acquisition is conditioned. The scheme is also subject to approval by the Irish High Court. More information about the transaction and the proposals is contained in the accompanying proxy statement. We urge all Allergan shareholders to read the accompanying proxy statement, including the annexes and the documents incorporated by reference therein, carefully and in their entirety. In particular, we urge you to read carefully "Risk Factors" beginning on page 19 of the accompanying proxy statement.

Your proxy is being solicited by the members of the board of directors of Allergan entitled to solicit your proxy under the Irish Takeover Rules.

After careful consideration, the members of the board of directors of Allergan entitled to make a recommendation in this matter under the Irish Takeover Rules (additional information regarding interests in the transaction of the directors entitled to make such recommendation may be found in "The Transaction-Interestsof Certain Persons in the Transaction" beginning on page 62 of the accompanying proxy statement, and each subsequent reference to the Allergan board of directors is intended to refer to the members so entitled) have unanimously determined that the Transaction Agreement and the transactions contemplated by the Transaction Agreement, including the scheme, are fair to and in the best interests of Allergan and its shareholders and that the terms of the scheme are fair and reasonable. The Allergan board of directors recommends unanimously that you vote "FOR" all proposals. In considering the recommendation of the Allergan board of directors, you should be aware that certain directors and executive officers of Allergan have interests in the proposed transaction that are in addition to, or different from, any interests they might have as shareholders. See "The Transaction-Interestsof Certain Persons in the Transaction" beginning on page 62 for more information. Your vote is very important.

Please vote as soon as possible, whether or not you plan to attend the special meetings, by following the instructions in the accompanying proxy statement.

On behalf of the Allergan board of directors, thank you for your consideration and continued support.

Very truly yours,

Brenton L. Saunders	Christopher J. Coughlin
Chairman, President and Chief Executive Officer	Lead Independent Director

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the transaction or determined if the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

For the avoidance of doubt, the accompanying proxy statement is not intended to be and is not a prospectus for the purposes of the Companies Act 2014, Regulation (EU) 2017/1129, the European Union (Prospectus) Regulations 2019 or the Central Bank (Investment Market Conduct) Rules 2019, and the Central Bank of Ireland has not approved this document.

The accompanying proxy statement is dated September 16 , 2019, and is first being mailed to shareholders of Allergan on or about September 16 , 2019.

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ADDITIONAL INFORMATION

The accompanying proxy statement incorporates by reference important business and financial information about Allergan from documents that are not included in or delivered with the proxy statement. This information is available to you without charge upon your written or oral request. The documents incorporated by reference will not be provided to you unless they are requested by you. You can obtain the documents incorporated by reference in the proxy statement by requesting them in writing or by telephone from Allergan at the following address, email or telephone number:

Allergan plc

5 Giralda Farms

Madison, New Jersey 07940 Attn: Investor Relations

1. 261-7000
   [e-mail]

In addition, if you have questions about the transaction or the special meetings, or if you need to obtain copies of the accompanying proxy statement, proxy cards or other documents incorporated by reference in the proxy statement, you may contact the contact listed below. You will not be charged for any of the documents you request.

1407 Broadway - 27th Floor

New York, New York 10018

1. 929-5500(Call Collect) or

Call Toll-Free [phone]

Email: [e-mail]

If you would like to request documents, please do so by 5:00 p.m. (Eastern Time in the U.S.) on October 7, 2019 in order to receive them before the special meetings.

For a more detailed description of the information incorporated by reference in the accompanying proxy statement and how you may obtain it, see "Where You Can Find More Information" beginning on page 150 of the accompanying proxy statement.

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ALLERGAN PLC

Clonshaugh Business and Technology Park,

Coolock, Dublin D17 E400 Ireland

NOTICE OF COURT MEETING OF SHAREHOLDERS

THE HIGH COURT, COMMERCIAL, 2019 No. 328 COS

IN THE MATTER OF ALLERGAN PLC

- and -

IN THE MATTER OF THE COMPANIES ACT 2014

NOTICE IS HEREBY GIVEN that by an Order dated September 10, 2019, made in the above matters, the Irish High Court has directed a meeting (referred to as the "special Court-ordered meeting") to be convened of the holders of the Scheme Shares (as defined in the proposed scheme of arrangement that is included in the document of which this Notice forms a part) of Allergan plc ("Allergan") for the purpose of considering and, if thought fit, approving a resolution to approve (with or without modification) a scheme of arrangement pursuant to Chapter 1 of Part 9 of the Companies Act 2014 proposed to be made between Allergan and the holders of the Scheme Shares (referred to as the "scheme" or "scheme of arrangement") (and that such meeting will be held at The Conrad Hotel, Earlsfort Terrace, Dublin 2, Ireland, on October 14 , 2019, at 10:30 a.m. (Irish time)), at which place and time all holders of the Scheme Shares entitled to vote thereat are invited to attend; such resolution being in the following terms:

"That the scheme in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the High Court be agreed to."

A copy of the scheme of arrangement and a copy of the explanatory statement required to be furnished pursuant to Section 452 of the Companies Act 2014 are included in the document of which this Notice forms a part.

Scheme Shareholders (as defined in the proposed scheme of arrangement that is included in the document of which this Notice forms a part) may vote in person at the special Court-ordered meeting or they may appoint another person, whether a member of Allergan or not, as their proxy to attend, speak and vote in their stead. A form of proxy for use at the special Court-ordered meeting is enclosed with this Notice. Completion and return of a form of proxy will not preclude a Scheme Shareholder from attending and voting in person at the special Court- ordered meeting, or any adjournment thereof, if that shareholder wishes to do so. Any alteration to the form of proxy must be initialed by the person who signs it.

It is requested that forms of proxy duly completed and signed, together with any power of attorney, if any, under which it is signed, be submitted to Allergan's inspector of election, Broadridge Financial Solutions, Inc. no later than 10:00 a.m. (Eastern Time in the U.S.) on October 11, 2019 but, if forms are not so submitted, they may be handed to the Chairman of the special Court-ordered meeting before the start of the special Court-ordered meeting and will still be valid.

Scheme Shareholders may also submit a proxy or proxies via the internet by accessing the website www.proxyvote.com or vote by telephone by calling the toll-free telephone number listed on www.proxyvote.com or on the voter instruction form or proxy card anytime up to 3:59 p.m. (Eastern Time in the U.S.) on October 11, 2019 . All proxies will be forwarded to Allergan's registered address electronically.