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Allergan plc (NYSE: AGN) announced that following a hearing today before the Irish High Court it has scheduled shareholder meetings for Monday, October 14, 2019, in connection with the proposed acquisition of Allergan by AbbVie Inc. (the “Acquisition“).
As previously announced on June 25, 2019, AbbVie and Allergan entered into a definitive transaction agreement pursuant to which AbbVie will acquire Allergan in a cash and stock transaction for a transaction equity value of approximately $63 billion, based on the closing price of AbbVie’s common stock of $78.45 on June 24, 2019. The Acquisition will be effected by means of a “scheme of arrangement” under Chapter 1 of Part 9 of the Irish Companies Act of 2014.
There will be two meetings of Allergan shareholders on Monday, October 14, 2019 in connection with the Acquisition. Both meetings will be held at the Conrad Hotel, Earlsfort Terrace, Dublin 2, Ireland. The first meeting, which is convened by the order of the Irish High Court, will be held at 10:30 a.m. (local time). Following this meeting, an extraordinary general meeting will be held pursuant to Allergan’s articles of association at 10:45 a.m. (local time) (or, if the special Court-ordered meeting has not concluded by 10:45 a.m. (local time), as soon as possible after the conclusion or adjournment of the special Court-ordered meeting). Both meetings are being held to seek shareholder approval of the proposed Acquisition in accordance with Irish law. The approval of related matters by Allergan shareholders will also be sought at the extraordinary general meeting.
Allergan shareholders of record as of 9.00 a.m. (Eastern Time in the U.S.) on September 16, 2019 are entitled to vote at the meetings.
Allergan expects to begin mailing a proxy statement to its shareholders in the coming days (the “Proxy Statement“). This Proxy Statement, which also constitutes a scheme circular required under Irish law, will contain important information about the Acquisition for Allergan shareholders, as well as instructions on voting online, by mail, by telephone or in person.
Date: September 16, 2019
Source: PR Newswire