HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY As outlined in that announcement, the Proposed Transaction is to be implemented by way of a scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act of 2014 (the 'Scheme').
In accordance with Rule 15 of the Irish Takeover Panel Act, 1997, Takeover Rules, 2022 (the 'Irish Takeover Rules'), Amgen and Horizon announce that a joint letter, dated
Statements Required by the Irish Takeover Rules
The directors of Amgen and Acquirer Sub accept responsibility for the information contained in this announcement other than that relating to Horizon, the Horizon group, directors of Horizon and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Amgen and Acquirer Sub (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The directors of Horizon accept responsibility for the information contained in this announcement relating to Horizon, the Horizon group, directors of Horizon and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Horizon (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
No Offer or Solicitation
This announcement 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 Proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable Law.
The Proposed Transaction will be implemented by way of an
Cautionary Statement Regarding Forward-looking Statements
This announcement 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 Horizon's and Amgen's future prospects, developments and business strategies, and the Proposed Transaction. Such forward-looking statements include, but are not limited to, statements relating to the Proposed Transaction involving Amgen and Horizon, Horizon's current expectations and estimates about the expected effects and anticipated benefits of the Proposed Transaction, including Amgen's ability to further diversify its commercial portfolio and expand its pipeline to reinforce continued long-term growth, Amgen's broadened global scale to further maximize the growth potential of Horizon's marketed medicines, the combined companies' long-term R&D discovery and development efforts, and Amgen's R&D capabilities to rapidly advance the pipeline to find more therapies for patients who are underserved, the date of closing of the Proposed Transaction, including the parties' ability to satisfy the conditions to the consummation of the Proposed Transaction and the other conditions set forth in the Transaction Agreement, and Horizon's business activities and strategies. Horizon'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 not limited to risks and uncertainties related to: the ability of the parties to consummate the Proposed Transaction in a timely manner or at all; the satisfaction (or waiver) of conditions to the consummation of the Proposed Transaction, including with respect to the approval of Horizon shareholders and required regulatory approvals; potential delays in consummating the Proposed Transaction; the ability of Horizon to timely and successfully achieve the anticipated benefits of the Proposed Transaction; 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 Proposed Transaction on Horizon's business relationships, operating results and business generally; costs related to the Proposed Transaction 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 Proposed Transaction. 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 Horizon's most recent filings with the
Contact:
Email: Investor-relations@horizontherapeutics.com
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