Item 8.01. Other Events.
As previously disclosed, on May 8, 2021, Soliton, Inc. a Delaware corporation
(the "Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with AbbVie Inc. ("AbbVie") and Scout Merger Sub, Inc., a wholly
owned subsidiary of AbbVie ("Merger Sub"), pursuant to which Merger Sub will
merge with and into the Company, with the Company continuing as the surviving
corporation and a wholly owned subsidiary of AbbVie (the "Merger").
Following informal discussions with the staff at the Federal Trade Commission
("FTC"), AbbVie and the Company have agreed to voluntarily provide the FTC with
additional time in which to review the Merger. On July 2, 2021, AbbVie, as the
acquiring party, voluntarily withdrew its pre-merger notification and report
form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the "HSR Act"). In accordance with the regulations under the HSR Act, AbbVie
plans to resubmit its HSR Act filing on or before July 7, 2021, commencing a new
30-day waiting period under the HSR Act. Withdrawing and refiling pre-merger
notifications is a standard procedure in order to provide additional time for
antitrust review of certain transactions. The Company and AbbVie continue to
work cooperatively with the FTC staff in their review of the proposed
transaction, and continue to expect to complete the transaction in the second
half of 2021, subject to the satisfaction or permitted waiver of the conditions
to closing.
Forward-Looking Statements
This communication, and any documents to which the Company refers in this
communication, contain not only historical information, but also forward-looking
statements made pursuant to the safe-harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements often include the
words "forecast," "expect," "believe," "will," "intend," "plan," and words of
similar substance. Such forward-looking statements include the expected
completion and timing of the proposed transaction and other information relating
to the proposed transaction. Such forward-looking statements are subject to
risks and uncertainties that could cause actual results or performance to differ
materially from those expressed in or contemplated by the forward-looking
statements, including the following: (i) the risk that the proposed transaction
may not be completed in a timely manner or at all, which may adversely affect
the Company's business and the price of the Company's common stock, (ii) the
failure to satisfy any of the conditions to the consummation of the proposed
transaction, including the receipt of certain governmental and regulatory
approvals, (iii) the occurrence of any event, change or other circumstance that
could give rise to the termination of the Merger Agreement, (iv) the outcome of
any legal proceedings that have been or may be instituted against the Company
related to the Merger Agreement or the proposed transaction and (v) other risks
described in the Company's filings with the Securities and Exchange Commission
(the "SEC"). The Company assumes no obligation to update or revise publicly the
information in this communication, whether as a result of new information,
future events or otherwise, except as otherwise required by law. Readers are
cautioned not to place undue reliance on these forward-looking statements that
speak only as of the date hereof.
Additional Information about the Proposed Transaction and Where to Find It
In connection with the proposed transaction, the Company filed a proxy
statement, and has filed and may file other materials regarding the proposed
transaction with the SEC. Beginning on June 17, 2021, the Company mailed the
proxy statement to its stockholders. BEFORE MAKING ANY VOTING DECISION, THE
COMPANY'S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR
INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may
obtain a free copy of the proxy statement and other related documents that the
Company files with the SEC at the SEC's web site at www.sec.gov, and on the
Company's website at www.soliton.com and clicking on the "Investors" link and
then clicking on the "SEC Filings" link. In addition, the proxy statement and
other documents may be obtained free of charge by directing a request to
Soliton, Inc., Corporate Secretary, 5304 Ashbrook Drive, Houston, Texas 77081,
telephone: (844) 705-4866.
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Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the stockholders of the Company in
connection with the proposed transaction. Information regarding the Company's
directors and executive officers can be found in the Company's definitive proxy
statement for its 2021 Annual Meeting of Stockholders filed with the SEC on
March 26, 2021. Additional information regarding the interests of the Company's
directors and executive officers in the proposed transaction is included in the
proxy statement described above. These documents are available free of charge at
the SEC's web site at www.sec.gov and the Company's website at www.soliton.com.
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