8-KMaterial AgreementsOther EventsExhibits & Filings

AbbVie Inc. 8-K Report, Material Agreement (Mar 6, 2015)

Filed March 6, 2015For Securities:ABBV

Summary

AbbVie Inc. (ABBV) announced a significant material definitive agreement on March 4, 2015, to acquire Pharmacyclics, Inc. This acquisition will be executed through a tender offer followed by a merger, with AbbVie's subsidiaries serving as acquisition vehicles. The transaction values Pharmacyclics at $261.25 per share, offering a mix of cash and AbbVie common stock, an all-cash option, or an all-stock option to Pharmacyclics shareholders. This strategic move aims to bolster AbbVie's product portfolio and market position. The total consideration involves approximately 41.7% in AbbVie common stock and 58.3% in cash, with the cash component to be financed through a combination of existing cash and an $18 billion bridge loan facility. Additionally, AbbVie's board has authorized a $5 billion increase to its share repurchase program, with plans for an accelerated share repurchase following the transaction's closure. The acquisition is subject to customary closing conditions, including regulatory approvals and a minimum tender condition.

Key Highlights

  • 1AbbVie to acquire Pharmacyclics Inc. for $261.25 per share via a tender offer and merger.
  • 2Shareholders can elect to receive mixed consideration (cash & stock), all cash, or all stock.
  • 3The transaction is valued at approximately 41.7% stock and 58.3% cash.
  • 4AbbVie will finance the cash portion with existing funds and an $18 billion bridge loan facility.
  • 5Pharmacyclics' board of directors has recommended shareholders tender their shares.
  • 6AbbVie's board authorized a $5 billion increase to its share repurchase program.
  • 7The acquisition is subject to regulatory approvals and a minimum tender condition.

Frequently Asked Questions

The acquisition of Pharmacyclics is valued at $261.25 per share of Pharmacyclics common stock.

The cash portion of the acquisition will be financed through a combination of AbbVie's existing cash on hand and an $18 billion senior unsecured bridge loan facility committed by Morgan Stanley Senior Funding, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Pharmacyclics shareholders can elect to receive one of three forms of consideration for each share: a mixed consideration of $152.25 in cash and AbbVie stock valued at $109.00, all cash totaling $261.25, or all AbbVie common stock valued at $261.25. Shareholders who do not make an election will receive the mixed consideration.

Yes, the transaction is subject to several customary closing conditions, including the receipt of required regulatory approvals, the expiration of the HSR waiting period, and a minimum tender condition where at least a majority of Pharmacyclics' outstanding shares must be tendered.