Summary
This 8-K filing from AbbVie Inc. (ABBV) announces a material definitive agreement for the recommended acquisition of Allergan plc. The deal is structured as a scheme of arrangement under Irish law, where AbbVie will acquire all outstanding Allergan ordinary shares for a combination of AbbVie stock and cash. Specifically, Allergan shareholders will receive 0.8660 shares of AbbVie common stock and $120.30 in cash per Allergan share. The transaction is anticipated to close in early 2020, subject to customary conditions including shareholder approvals and regulatory clearances.
Key Highlights
- 1AbbVie Inc. has entered into a definitive agreement to acquire Allergan plc for approximately $63 billion (based on the exchange ratio and cash consideration at the time of the filing).
- 2The acquisition will be effected through a scheme of arrangement under Irish law, with Allergan shareholders receiving 0.8660 shares of AbbVie common stock and $120.30 in cash per Allergan share.
- 3The transaction is expected to close in early 2020, contingent upon receiving necessary shareholder approvals from Allergan and various regulatory clearances.
- 4AbbVie has secured a $38 billion bridge credit facility to finance a portion of the acquisition, including cash consideration, related fees, and the repayment of certain Allergan indebtedness.
- 5The Transaction Agreement includes customary provisions regarding representations, warranties, covenants, and termination rights for both AbbVie and Allergan.
- 6Upon closing, two Allergan board members are expected to join AbbVie's board of directors.
Frequently Asked Questions
This 8-K filing announces AbbVie Inc.'s definitive agreement to acquire Allergan plc. It details the terms of the acquisition, including the consideration to be paid to Allergan shareholders, the structure of the transaction, and the expected timeline for completion.
The acquisition involves Allergan shareholders receiving 0.8660 shares of AbbVie common stock and $120.30 in cash for each Allergan ordinary share they hold. The total value of the transaction is approximately $63 billion, based on the stated consideration at the time of the filing.
The transaction is expected to be completed in early 2020, subject to the satisfaction or waiver of all conditions precedent, including obtaining necessary regulatory approvals and the approval of Allergan shareholders.
AbbVie has entered into a $38 billion bridge credit facility to fund the cash portion of the acquisition, associated fees, and to refinance certain Allergan debt. The facility's commitments can be reduced by proceeds from debt and equity issuances or asset dispositions.