-
The request was fully anticipated as part of the regulatory
process
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Pfizer and Allergan continue to expect the transaction to close
in the second half of 2016
Pfizer Inc. (NYSE:PFE) and Allergan plc (NYSE:AGN) today announced that
the companies have received a request for additional information from
the U.S. Federal Trade Commission (“FTC”) with respect to their
previously announced pending combination. The request for information
from the FTC, often referred to as a “second request,” was fully
anticipated as part of the regulatory process under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”).
The companies continue to work cooperatively and expeditiously with the
FTC in connection with its review. Completion of the transaction remains
subject to the expiration of the waiting period under the HSR Act and
certain other conditions, including governmental and regulatory
approvals in certain other jurisdictions, including the EU, the receipt
of necessary approvals from both Pfizer and Allergan shareholders, and
the completion of Allergan’s pending divestiture of its generics
business to Teva Pharmaceuticals Industries Ltd. Pfizer and Allergan
continue to expect the transaction to close in the second half of 2016.
About Pfizer Inc.
At Pfizer, we apply science and our global resources to bring therapies
to people that extend and significantly improve their lives. We strive
to set the standard for quality, safety and value in the discovery,
development and manufacture of health care products. Our global
portfolio includes medicines and vaccines as well as many of the world's
best-known consumer health care products. Every day, Pfizer colleagues
work across developed and emerging markets to advance wellness,
prevention, treatments and cures that challenge the most feared diseases
of our time. Consistent with our responsibility as one of the world's
premier innovative biopharmaceutical companies, we collaborate with
health care providers, governments and local communities to support and
expand access to reliable, affordable health care around the world. For
more than 150 years, Pfizer has worked to make a difference for all who
rely on us. For more information, please visit us at www.pfizer.com.
In addition, to learn more, follow us on Twitter at @Pfizer
and @Pfizer_News,
LinkedIn,
YouTube
and like us on Facebook at Facebook.com/Pfizer.
About Allergan
Allergan plc (NYSE:AGN), headquartered in Dublin, Ireland, is a unique,
global pharmaceutical company and a leader in a new industry model –
Growth Pharma. Allergan is focused on developing, manufacturing and
commercializing innovative branded pharmaceuticals, high-quality generic
and over-the-counter medicines and biologic products for patients around
the world. Allergan markets a portfolio of best-in-class products that
provide valuable treatments for the central nervous system, eye care,
medical aesthetics, gastroenterology, women's health, urology,
cardiovascular and anti-infective therapeutic categories, and operates
the world's third-largest global generics business, providing patients
around the globe with increased access to affordable, high-quality
medicines. Allergan is an industry leader in research and development,
with one of the broadest development pipelines in the pharmaceutical
industry and a leading position in the submission of generic product
applications globally.
With commercial operations 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.
For more information, visit Allergan's website at www.allergan.com.
NO OFFER OR SOLICITATION
This communication is not intended to and does not constitute an offer
to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law.
This communication is not intended to be and is not a prospectus for the
purposes of Part 23 of the Companies Act 2014 of Ireland (the “2014
Act”), Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324
of 2005) of Ireland (as amended from time to time) or the Prospectus
Rules issued by the Central Bank of Ireland pursuant to section 1363 of
the 2014 Act, and the Central Bank of Ireland (“CBI”) has not approved
this communication.
IMPORTANT ADDITIONAL INFORMATION HAS BEEN AND WILL BE FILED WITH THE
SEC
In connection with the proposed transaction between Pfizer Inc.
(“Pfizer”) and Allergan plc (“Allergan”), Allergan has filed with the
U.S. Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 that includes a Joint Proxy Statement of Pfizer
and Allergan that also constitutes a Prospectus of Allergan (the “Joint
Proxy Statement/Prospectus”). The registration statement has not yet
become effective and the Joint Proxy Statement/Prospectus included
therein is in preliminary form. Pfizer and Allergan plan to mail to
their respective shareholders the definitive Joint Proxy
Statement/Prospectus in connection with the transaction. INVESTORS AND
SECURITY HOLDERS OF PFIZER AND ALLERGAN ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT PFIZER, ALLERGAN,
THE TRANSACTION AND RELATED MATTERS. Investors and security holders may
obtain free copies of the Joint Proxy Statement/Prospectus and other
documents filed with the SEC by Pfizer and Allergan (when available)
through the website maintained by the SEC at www.sec.gov.
In addition, investors and security holders may obtain free copies of
the documents filed with the SEC by Pfizer by contacting Pfizer Investor
Relations at Bryan.Dunn@pfizer.com
or by calling (212) 733-8917, and may obtain free copies of the
documents filed with the SEC by Allergan by contacting Allergan Investor
Relations at investor.relations@actavis.com
or by calling (862) 261-7488.
PARTICIPANTS IN THE SOLICITATION
Pfizer, Allergan and certain of their respective directors, executive
officers and employees may be considered participants in the
solicitation of proxies in connection with the proposed transaction.
Information regarding the persons who may, under the rules of the SEC,
be deemed participants in the solicitation of the respective
shareholders of Pfizer and Allergan in connection with the proposed
transactions, including a description of their direct or indirect
interests, by security holdings or otherwise, will be set forth in the
Joint Proxy Statement/Prospectus. Information regarding Pfizer’s
directors and executive officers is contained in Pfizer’s proxy
statement for its 2016 annual meeting of stockholders, which was filed
with the SEC on March 15, 2016, and certain of Pfizer’s Current Reports
on Form 8-K. Information regarding Allergan’s directors and executive
officers is contained in Allergan’s proxy statement for its 2016 annual
meeting of shareholders, which was filed with the SEC on March 25, 2016,
and certain of Allergan’s Current Reports on Form 8-K.
Pfizer Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain forward-looking statements with
respect to the proposed transaction between Pfizer and Allergan. These
forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. Forward-looking
statements often use future dates or words such as “anticipate”,
“target”, “possible”, “potential”, “predict”, “project”, “forecast”,
“outlook”, “guidance”, “expect”, “estimate”, “intend”, “plan”, “goal”,
“believe”, “hope”, “aim”, “continue”, “will”, “may”, “might”, “would”,
“could” or “should” or other words, phrases or expressions of similar
meaning or the negative thereof. Such forward-looking statements
include, but are not limited to, statements about the benefits of the
proposed transaction, including anticipated future financial and
operating results, synergies, accretion and growth rates, Pfizer’s,
Allergan’s and the combined company’s plans, objectives, expectations
and intentions, plans relating to share repurchases and dividends and
the expected timing of completion of the transaction. There are several
factors which could cause actual plans and results to differ materially
from those expressed or implied in forward-looking statements. Such
factors include, but are not limited to, the failure to obtain necessary
regulatory approvals (and the risk that such approvals may result in the
imposition of conditions that could adversely affect the combined
company or the expected benefits of the transaction) and shareholder
approvals or to satisfy any of the other conditions to the transaction
on a timely basis or at all, the occurrence of events that may give rise
to a right of one or both of the parties to terminate the merger
agreement, adverse effects on the market price of Pfizer’s common stock
and on Pfizer’s operating results because of a failure to complete the
transaction in the anticipated time frame or at all, failure to realize
the expected benefits and synergies of the transaction, restructuring in
connection with the transaction and subsequent integration of Pfizer and
Allergan, negative effects of the announcement or the consummation of
the transaction on the market price of Pfizer’s common stock and on
Pfizer’s operating results, risks relating to the value of the Allergan
shares to be issued in the transaction, significant transaction costs
and/or unknown liabilities, the risk of litigation and/or regulatory
actions, the loss of key senior management or scientific staff, general
economic and business conditions that affect the companies following the
transaction, changes in global, political, economic, business,
competitive, market and regulatory forces, future exchange and interest
rates, changes in tax and other laws, regulations, rates and policies,
future business combinations or disposals, competitive developments and
the uncertainties inherent in research and development. 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 communication could cause
Pfizer’s plans with respect to Allergan, actual results, performance or
achievements, industry results and developments to differ materially
from those expressed in or implied by such forward-looking statements.
Persons reading this communication are cautioned not to place undue
reliance on these forward-looking statements which speak only as at the
date of this communication. Pfizer assumes no obligation to update or
revise the information contained in this communication (whether as a
result of new information, future events or otherwise), except as
required by applicable law. A further description of risks and
uncertainties can be found in Pfizer’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2015 and in its subsequent reports on
Form 10-Q, including in the sections thereof captioned “Risk Factors”
and “Forward-Looking Information and Factors That May Affect Future
Results”, as well as in its subsequent reports on Form 8-K, all of which
are filed or will be filed with the SEC and are available at www.sec.gov
and www.pfizer.com.
Allergan Cautionary Statement Regarding Forward-Looking Statements
Statements contained in this communication that refer to Allergan’s
anticipated future events, estimated or anticipated future results, or
other non-historical facts are forward-looking statements that reflect
Allergan’s current perspective of existing trends and information as of
the date of this communication. Forward looking statements generally
will be accompanied by words such as such as “anticipate”, “target”,
“possible”, “potential”, “predict”, “project”, “forecast”, “outlook”,
“guidance”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”,
“hope”, “aim”, “continue”, “will”, “may”, “might”, “would”, “could” or
“should” or other similar words, phrases or expressions or the negatives
thereof. Such forward-looking statements include, but are not limited
to, statements about the benefits of the proposed transaction, including
future financial and operating results and synergies, Pfizer’s,
Allergan’s and the combined company’s plans, objectives, expectations
and intentions, and the expected timing of completion of the
transaction. It is important to note that Allergan’s goals and
expectations are not predictions of actual performance. Actual results
may differ materially from Allergan’s current expectations depending
upon a number of factors affecting Allergan’s business, Pfizer’s
business and risks associated with business combination transactions.
These factors include, among others, the inherent uncertainty associated
with financial projections; restructuring in connection with, and
successful closing of, the proposed transaction; subsequent integration
of the Pfizer and Allergan and the ability to recognize the anticipated
synergies and benefits of the proposed transaction; the ability to
obtain required regulatory approvals for the transaction (including the
approval of antitrust authorities necessary to complete the
transaction), the timing of obtaining such approvals and the risk that
such approvals may result in the imposition of conditions that could
adversely affect the combined company or the expected benefits of the
transaction; the ability to obtain the requisite Pfizer and Allergan
shareholder approvals; the risk that a condition to closing of the
proposed transaction may not be satisfied on a timely basis or at all;
the failure of the proposed transaction to close for any other reason;
risks relating to the value of the Allergan shares to be issued in the
transaction; the anticipated size of the markets and continued demand
for Pfizer’s and Allergan’s products; the difficulty of predicting the
timing or outcome of FDA approvals or actions, if any; the impact of
competitive products and pricing; market acceptance of and continued
demand for Allergan’s and Pfizer’s products; difficulties or delays in
manufacturing; the risks of fluctuations in foreign currency exchange
rates; the risks and uncertainties normally incident to the
pharmaceutical industry, including product liability claims and the
availability of product liability insurance on reasonable terms; the
difficulty of predicting the timing or outcome of pending or future
litigation or government investigations; periodic dependence on a small
number of products for a material source of net revenue or income;
variability of trade buying patterns; changes in generally accepted
accounting principles; risks that the carrying values of assets may be
negatively impacted by future events and circumstances; the timing and
success of product launches; costs and efforts to defend or enforce
intellectual property rights; the availability and pricing of third
party sourced products and materials; successful compliance with
governmental regulations applicable to Allergan’s and Pfizer’s
facilities, products and/or businesses; changes in the laws and
regulations affecting, among other things, pricing and reimbursement of
pharmaceutical products; risks associated with tax liabilities, or
changes in U.S. federal or international tax laws or interpretations to
which they are subject, including the risk that the Internal Revenue
Service disagrees that Allergan is a foreign corporation for U.S.
federal tax purposes; the loss of key senior management or scientific
staff; and such other risks and uncertainties detailed in Allergan’s
periodic public filings with the Securities and Exchange Commission,
including but not limited to Allergan’s Annual Report on Form 10-K for
the year ended December 31, 2015, and from time to time in Allergan’s
other investor communications. Except as expressly required by law,
Allergan disclaims any intent or obligation to update these
forward-looking statements.
Applicability of the Irish Takeover Rules
As the transaction constitutes a "reverse takeover transaction" for the
purposes of the Irish Takeover Panel Act, 1997, Takeover Rules, 2013,
(the "Irish Takeover Rules"), Allergan is no longer in an offer period
and therefore Rule 8 of the Irish Takeover Rules does not apply to the
transaction from the date of the announcement of the transaction and
therefore there is no longer a requirement to make dealing disclosures
pursuant to Rule 8.
Statement Required by the Irish Takeover Rules
The directors of Pfizer accept responsibility for the information
contained in this communication other than that relating to Allergan and
the Allergan group of companies and 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
directors of Pfizer (who have taken all reasonable care to ensure that
such is the case), the information contained in this communication 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 communication relating to Allergan and 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 directors of Allergan (who have taken all reasonable care to ensure
such is the case), the information contained in this communication for
which they accept responsibility is in accordance with the facts and
does not omit anything likely to affect the import of such information.
Goldman Sachs International, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct Authority
and the Prudential Regulation Authority in the United Kingdom, and its
affiliate, Goldman, Sachs & Co, are acting as joint financial adviser to
Pfizer and no one else in connection with the proposed transaction. In
connection with the proposed transaction, Goldman Sachs International
and Goldman, Sachs & Co, their affiliates and their respective partners,
directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to anyone other
than Pfizer for providing the protections afforded to their clients or
for giving advice in connection with the proposed transaction or any
other matter referred to in this announcement.
Guggenheim Securities, LLC is a broker dealer registered with the United
States Securities and Exchange Commission and is acting as financial
advisor to Pfizer and no one else in connection with the proposed
transaction. In connection with the proposed transaction, Guggenheim
Securities, LLC, its affiliates and related entities and its and their
respective partners, directors, officers, employees and agents will not
regard any other person as their client, nor will they be responsible to
anyone other than Pfizer for providing the protections afforded to their
clients or for giving advice in connection with the proposed transaction
or any other matter referred to in this announcement.
J.P. Morgan Limited (which conducts its UK investment banking business
as J.P. Morgan Cazenove) (“J.P. Morgan”), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is
acting as financial adviser exclusively for Allergan and no one else in
connection with the matters set out in this announcement and will not
regard any other person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than Allergan
for providing the protections afforded to clients of J.P. Morgan or its
affiliates, nor for providing advice in relation to any matter referred
to herein.
Morgan Stanley & Co. LLC acting through its affiliate, Morgan Stanley &
Co. International plc, is financial advisor to Allergan and no one else
in connection with the matters referred to in this announcement. In
connection with such matters, Morgan Stanley & Co. LLC, Morgan Stanley &
Co. International plc, each of their affiliates and each of their and
their affiliates' respective directors, officers, employees and agents
will not regard any other person as their client, nor will they be
responsible to any other person other than Allergan for providing the
protections afforded to their clients or for providing advice in
connection with the contents of this announcement or any other matter
referred to herein.
Unless otherwise defined, capitalised terms used in this Statement
Required by the Irish Takeover Rules shall have the meaning given to
them in the transaction-related press release issued by Pfizer and
Allergan on November 23, 2015.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
All content in these materials may be subject to completion of works
council and / or trade union consultations and other local legal
requirements.
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