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MarketScreener Homepage  >  Equities  >  Nyse  >  Allergan plc    AGN   IE00BY9D5467

ALLERGAN PLC

(AGN)
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ALLERGAN PLC : Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

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05/08/2020 | 06:35pm EDT

Item 2.01. Completion of Acquisition or Disposition of Assets.

On May 8, 2020 (the "Closing Date"), AbbVie Inc. ("AbbVie"), a Delaware corporation, completed the previously announced acquisition of Allergan plc ("Allergan") (the "Acquisition"). The Acquisition was effected by means of a court-sanctioned scheme of arrangement (the "Scheme") and in accordance with a Transaction Agreement (the "Transaction Agreement"), dated as of June 25, 2019 (as amended on May 5, 2020), by and among AbbVie, Allergan and Venice Subsidiary LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of AbbVie ("Acquirer Sub").

The Acquisition was conditioned on, among other things, the sanction of the Scheme by the Irish High Court (the "Court") and the registration of the Court Order (as defined in the Transaction Agreement) with the Registrar of Companies in Dublin, Ireland. On May 6, 2020, the Court sanctioned the Scheme. On May 8, 2020, the Court Order was registered by the Registrar of Companies, at which time the Scheme became effective.

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) $120.30 in cash (and any cash in lieu of fractions of AbbVie Shares) and (ii) 0.8660 of a share of AbbVie common stock ("AbbVie Shares"). In respect of Allergan ordinary shares issued and outstanding immediately prior to the effective time of the Scheme, AbbVie delivered approximately 285.6 million AbbVie Shares and paid an aggregate of approximately $39.67 billion in cash to former Allergan shareholders in exchange for Allergan ordinary shares.

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 June 25, 2019, was calculated based on deemed satisfaction of performance at 130% of target).

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 New York Stock Exchange (the "NYSE") under the trading symbol "AGN." On the Closing Date, Allergan notified the NYSE that the Scheme had become effective and requested that trading of Allergan ordinary on the NYSE be suspended prior to the opening of trading on May 11, 2020. In addition, Allergan requested that the NYSE file with the

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Securities and Exchange Commission (the "SEC") a notification of removal from listing on Form 25 to delist the Allergan ordinary shares from the NYSE and deregister the Allergan ordinary shares under Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). The NYSE will file the Form 25 prior to market open on May 11, 2020. As a result, Allergan ordinary shares will no longer be listed on the NYSE. Allergan intends to file with the SEC certifications on Form 15 requesting that Allergan's reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated and suspended, respectively.

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, Robert A. Michael, Scott Reents, Ryan Quigley, Andres Rodrigo and Basil Blakeney became directors of Allergan and each of Brenton L. Saunders, Christopher W. Bodine, Nesli Basgoz, Christopher J. Coughlin, Adriane M. Brown, Joseph H. Boccuzi, Carol Anthony (John) Davidson, Thomas C. Freyman, Michael E. Greenberg, Robert J. Hugin and Peter J. McDonnell tendered their respective resignations as directors from the board of directors of Allergan and from all committees of the board of directors of Allergan on which such directors served, effective as of the effective time of the Scheme. In addition, as of the effective time of the Scheme, each of Allergan's executive officers no longer serves in their respective positions at Allergan. The information contained in Item 2.01 is incorporated herein by reference.

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 Association of Allergan were amended and restated.

A copy of the amended and restated Memorandum and Articles of Association of Allergan is filed as Exhibit 3.1 hereto and incorporated herein by reference.

The information set forth in Item 2.01 is incorporated herein by reference.

Item 8.01. Other Events

On May 8, 2020, Allergan issued a press release announcing the completion of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

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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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© Edgar Online, source Glimpses


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