REG-AbbVie Inc.: Rule 2.10 Announcement

AbbvieAnnouncement

06/05/2020 07:05

AbbVie announces amendment to Transaction Agreement

One Allergan director only to join the AbbVie board

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OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

NORTH CHICAGO, Illinois, May 5, 2020 -- AbbVie, a research-based global
biopharmaceutical company, today announced that AbbVie, Venice Subsidiary LLC
and Allergan plc ("Allergan") have amended the transaction agreement dated
June 25, 2019 between those parties and entered into in connection with the
previously announced proposed acquisition of Allergan by AbbVie by means of a
scheme of arrangement (the "Scheme") under the Irish Companies Act 2014. The
amendment to the Transaction Agreement provides that only one Allergan
director, who is not current Chairman and CEO Brent Saunders, will join the
AbbVie board following the Scheme becoming effective. 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.

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
(https://c212.net/c/link/?t=0&l=en&o=2795815-1&h=3228410609&u=http%3A%2F%2Fwww.facebook.com%2Fabbviecareers&a=Facebook) or
LinkedIn
(https://c212.net/c/link/?t=0&l=en&o=2795815-1&h=2648354815&u=http%3A%2F%2Fwww.linkedin.com%2Fcompany%2Fabbvie&a=LinkedIn)
page.

About Allergan plc
Allergan plc, 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.

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
obtain necessary regulatory approvals or required financing or to satisfy any
of the other 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 and competitive developments. 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 and 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 of any
of them are expressly qualified in their entirety by this paragraph.

Statements Required by Irish Takeover Rules
The directors of AbbVie accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the directors of
AbbVie (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement 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.

SOURCE AbbVie

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



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