8-KLeadership ChangesAcquisitions & DispositionsFinancial Events+3

AbbVie Inc. 8-K Report, Acquisition Completed (May 8, 2020)

Filed May 8, 2020For Securities:ABBV

Summary

AbbVie Inc. (ABBV) announced the completion of its acquisition of Allergan plc on May 8, 2020. This significant event was finalized through a court-sanctioned scheme of arrangement, marking a major strategic move for AbbVie. The transaction involved a mix of cash and AbbVie common stock for Allergan shareholders, totaling approximately $39.67 billion in cash and around 285.6 million AbbVie shares. This acquisition is expected to broaden AbbVie's portfolio and enhance its market position. In conjunction with the acquisition, AbbVie also secured a $3.0 billion term loan facility to help fund the cash portion of the deal. Furthermore, the company has expanded its Board of Directors to include Thomas Freyman, formerly of Allergan's board, reflecting the integration of key personnel. While financial statements and pro forma information related to the acquisition will be filed later, the completion itself signifies a pivotal moment for AbbVie's growth and strategic direction.

Key Highlights

  • 1AbbVie Inc. has successfully completed the acquisition of Allergan plc on May 8, 2020.
  • 2The acquisition was structured as a court-sanctioned scheme of arrangement.
  • 3Allergan shareholders received $120.30 in cash and 0.8660 shares of AbbVie common stock per Allergan ordinary share.
  • 4AbbVie paid approximately $39.67 billion in cash and issued approximately 285.6 million AbbVie shares to former Allergan shareholders.
  • 5AbbVie borrowed $3.0 billion under a Term Loan Credit Agreement to fund a portion of the cash consideration.
  • 6Thomas Freyman, formerly of Allergan's board, was appointed to AbbVie's Board of Directors.
  • 7Financial statements and pro forma information for the acquisition will be filed in a subsequent amendment.

Frequently Asked Questions

This 8-K filing primarily announces the completion of AbbVie's acquisition of Allergan plc. It details the closing date, the transaction structure, the consideration paid to Allergan shareholders, and related financing and governance changes.

Allergan shareholders received a combination of cash and AbbVie common stock. Specifically, each outstanding ordinary share of Allergan was converted into the right to receive $120.30 in cash and 0.8660 shares of AbbVie common stock.

AbbVie financed the acquisition through a combination of cash and newly issued stock. The cash portion was partially funded by a $3.0 billion term loan borrowed under a Term Loan Credit Agreement, alongside other available cash resources and equity.

AbbVie will file the required financial statements of Allergan and pro forma financial information related to the acquisition by amendment to this Current Report on Form 8-K, no later than 71 calendar days after the filing date of this report.