REG-AbbVie Inc.: Rule 2.10 Announcement

AbbvieAnnouncement

06/05/2020 07:05

AbbVie and Allergan Receive Clearance from U.S. Federal Trade Commission for
AbbVie's Acquisition of Allergan

NORTH CHICAGO, Ill. and DUBLIN, May 5, 2020 /PRNewswire/ -- AbbVie (NYSE:
ABBV), a research-based global biopharmaceutical company, and Allergan plc
(NYSE: AGN), a leading global pharmaceutical company, today announced that the
U.S. Federal Trade Commission (FTC) has accepted the proposed consent order in
connection with AbbVie's pending acquisition of Allergan. The acceptance by
the FTC satisfies all required antitrust clearances needed to be obtained for
the acquisition of Allergan by AbbVie.

As part of the proposed consent, Allergan has agreed to divest brazikumab, an
investigational IL-23 inhibitor in development for autoimmune diseases, to
AstraZeneca and Zenpep, a treatment for exocrine pancreatic insufficiency due
to cystic fibrosis and other conditions, to Nestle. Nestle also will be
acquiring Viokace, another pancreatic enzyme preparation, as part of the same
transaction.

Additionally, AbbVie and Allergan have amended their Transaction Agreement to
provide that only one Allergan Director will join the AbbVie board following
close. Allergan's current Chairman and CEO Brent Saunders has elected not to
join the AbbVie Board to provide more flexibility to pursue other
opportunities in the sector.

The closing of the acquisition remains subject to other customary closing
conditions set forth in the transaction agreement and Irish High Court
approval. A hearing is scheduled for May 6, 2020.

About AbbVie
AbbVie is a global, research-driven biopharmaceutical company committed to
developing innovative advanced therapies for some of the world's most complex
and critical conditions. The company's mission is to use its expertise,
dedicated people and unique approach to innovation to markedly improve
treatments across four primary therapeutic areas: immunology, oncology,
virology and neuroscience.  In more than 75 countries, AbbVie employees are
working every day to advance health solutions for people around the world. For
more information about AbbVie, please visit us at www.abbvie.com. Follow
@abbvie on Twitter or view careers on our Facebook or LinkedIn page.

About Allergan plc
Allergan plc (NYSE: AGN), headquartered in Dublin, Ireland, is a global
pharmaceutical leader focused on developing, manufacturing and commercializing
branded pharmaceutical, device, biologic, surgical and regenerative medicine
products for patients around the world. Allergan markets a portfolio of
leading brands and best-in-class products primarily focused on four key
therapeutic areas including medical aesthetics, eye care, central nervous
system and gastroenterology. As part of its approach to delivering innovation
for better patient care, Allergan has built one of the broadest pharmaceutical
and device research and development pipelines in the industry.

With colleagues and commercial operations located in approximately 100
countries, Allergan is committed to working with physicians, healthcare
providers, and patients to deliver innovative and meaningful treatments that
help people around the world live longer, healthier lives every day.

For more information, visit Allergan's website at www.Allergan.com.

About Zenpep
ZENPEP® (pancrelipase) is a prescription medication for people who cannot
digest food normally because their pancreas does not make enough enzymes. 
ZENPEP may help your body use fats, proteins, and sugars from food. ZENPEP
contains a mixture of digestive enzymes (lipases, proteases, and amylases)
from pig pancreas. In clinical studies, individuals with exocrine pancreatic
insufficiency associated with cystic fibrosis absorbed more fat from foods
than those treated with a placebo.

About Brazikumab
Brazikumab is a monoclonal antibody that binds to the IL23 receptor and is in
development for Crohn's Disease and Ulcerative Colitis with a companion
biomarker. Brazikumab selectively blocks the IL23 immune signal, preventing
intestinal inflammation. The Phase IIb/III INTREPID program is underway to
assess brazikumab compared to placebo or adalimumab in Crohn's Disease. The
Phase II EXPEDITION trial is underway to assess brazikumab compared to placebo
or vedolizumab in Ulcerative Colitis.

Forward-Looking Statements
This announcement contains certain forward-looking statements, including with
respect to the pending acquisition involving AbbVie and Allergan and AbbVie's,
Allergan's and/or the combined group's estimated or anticipated future
business, performance and results of operations and financial condition,
including estimates, forecasts, targets and plans for AbbVie and, following
the acquisition, if completed, the combined group. The words "believe,"
"expect," "anticipate," "project" and similar expressions, among others,
generally identify forward-looking statements. These forward-looking
statements are subject to risks and uncertainties that may cause actual
results to differ materially from those indicated in the forward-looking
statements. Such risks and uncertainties include, but are not limited to, the
possibility that the pending acquisition will not be pursued, failure to
satisfy any of the conditions to the pending acquisition, adverse effects on
the market price of AbbVie's shares of common stock or Allergan's ordinary
shares and on AbbVie's or Allergan's operating results because of a failure to
complete the pending acquisition, failure to realize the expected benefits of
the pending acquisition, failure to promptly and effectively integrate
Allergan's businesses, negative effects relating to the announcement of the
pending acquisition or any further announcements relating to the pending
acquisition or the consummation of the pending acquisition on the market price
of AbbVie's shares of common stock or Allergan's ordinary shares, significant
transaction costs and/or unknown or inestimable liabilities, potential
litigation associated with the pending acquisition, general economic and
business conditions that affect the combined companies following the
consummation of the pending acquisition, changes in global, political,
economic, business, competitive, market and regulatory forces, future exchange
and interest rates, changes in tax laws, regulations, rates and policies,
future business acquisitions or disposals, competitive developments and the
impact of public health outbreaks, epidemics or pandemics, such as COVID-19.
These forward-looking statements are based on numerous assumptions and
assessments made in light of AbbVie's or, as the case may be, Allergan's
experience and perception of historical trends, current conditions, business
strategies, operating environment, future developments and other factors it
believes appropriate. By their nature, forward-looking statements involve
known and unknown risks and uncertainties because they relate to events and
depend on circumstances that will occur in the future. The factors described
in the context of such forward-looking statements in this announcement could
cause AbbVie's plans with respect to Allergan or AbbVie's or Allergan's actual
results, performance or achievements, industry results and developments to
differ materially from those expressed in or implied by such forward-looking
statements. Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and persons reading this
announcement are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as of the date of this
announcement. Additional information about economic, competitive,
governmental, technological and other factors that may affect AbbVie or
Allergan is set forth in AbbVie's or Allergan's periodic public filings with
the U.S. Securities and Exchange Commission, including, but not limited to,
AbbVie's  and Allergan's Annual Report on Form 10-K for the year ended
December 31, 2019 and, from time to time, AbbVie's and Allergan's other
investor communications, in each case, the contents of which are not
incorporated by reference into, nor do they form part of, this announcement.

Any forward-looking statements in this announcement are based upon information
available to AbbVie, Allergan and/or their respective board of directors, as
the case may be, as of the date of this announcement and, while believed to be
true when made, may ultimately prove to be incorrect. Subject to any
obligations under applicable law, none of AbbVie, Allergan or any member of
their respective board of directors undertakes any obligation to update any
forward-looking statement whether as a result of new information, future
developments or otherwise, or to conform any forward-looking statement to
actual results, future events, or to changes in expectations. All subsequent
written and oral forward-looking statements attributable to AbbVie, Allergan
or their respective board of directors or any person acting on behalf any of
them are expressly qualified in their entirety by this paragraph.

Statement Required by Irish Takeover Rules
The directors of AbbVie Inc. accept responsibility for the information
contained in this announcement other than that relating to Allergan plc and
its subsidiaries and/or the directors of Allergan and members of their
immediate families, related trusts, and persons connected with them. To the
best of their knowledge and belief (having taken all reasonable care to ensure
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 Allergan accept responsibility for the information contained
in this announcement relating to Allergan and its subsidiaries and/or the
directors of Allergan and members of their immediate families, related trusts,
and persons connected with them. To the best of the knowledge and belief of
the Allergan directors (who have taken all reasonable care to ensure 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.

Any holder of 1% or more of any class of relevant securities of Allergan plc
or AbbVie Inc. may have disclosure obligations under Rule 8.3 of the Irish
Takeover Panel Act, 1997, Takeover Rules 2013.

CONTACT:  Media: Adelle Infante, (847) 938-8745; Investors: Liz Shea, (847)
935-2211



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