Rule 17(e) Announcement - Horizon Therapeutics plc
06 October 2023 - 11:30PM
Business Wire
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, 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
FOR IMMEDIATE RELEASE
October 6, 2023
RECOMMENDED CASH OFFER
for
HORIZON THERAPEUTICS PLC
by
Pillartree Limited, a private limited
company wholly owned by Amgen Inc.
to be implemented by way of a scheme of
arrangement under Chapter 1 of Part 9 of the Irish Companies
Act 2014
Announcement relating to the Scheme becoming
effective
Horizon Therapeutics plc, a public limited company incorporated
in Ireland ("Horizon" or the "Company") announces
that the Irish High Court-sanctioned scheme of arrangement between
Horizon and its shareholders under Chapter 1 of Part 9 of the Irish
Companies Act 2014 (the "Scheme") pursuant to which
Pillartree Limited, a private limited company wholly owned by Amgen
Inc., a Delaware corporation ("Amgen"), would acquire the
entire issued ordinary share capital of Horizon (the
"Acquisition"), became effective today, October 6, 2023.
Payment of the Scheme Consideration to the Scheme Shareholders
pursuant to the Scheme is being commenced by Amgen today, October
6, 2023.
Trading of Horizon Shares on the Nasdaq Global Select Market
("Nasdaq") was halted with effect from 8:00 p.m. (E.T.) on
October 5, 2023, will remain halted on October 6, and will be
suspended effective October 9, 2023.
Certain capitalised words used in this announcement and not
herein defined have the meanings given to such words in the Scheme
set forth in Part 3 of the proxy statement filed by the Company
with the United States Securities and Exchange Commission (the
"SEC") on January 23, 2023.
Statement Required by the Irish Takeover Rules
The directors of Horizon accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the directors of Horizon (who have taken
all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
Cautionary Statement Regarding Forward-looking
Statements
This announcement contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are often identified by words such
as "anticipate," "believe," "intend," "estimate," "expect," "see,"
"continue," "could," "can," "may," "will," "likely," "depend,"
"should," "would," "plan," "predict," "target," and similar
expressions, and may include references to assumptions and relate
to the Acquisition. Such forward-looking statements include, but
are not limited to, statements relating to the timing of payments
and other post-closing actions pursuant to the Acquisition.
Horizon’s expectations and beliefs regarding these matters may not
materialize. Actual outcomes and results may differ materially from
those contemplated by these forward-looking statements as a result
of uncertainties, risks, and changes in circumstances, including
but not limited to risks and uncertainties related to the outcome
of any legal proceedings that have or may be instituted against the
parties or any of their respective directors or officers related to
the Acquisition. Additional risks and uncertainties that could
cause actual outcomes and results to differ materially from those
contemplated by the forward-looking statements are included under
the caption "Risk Factors" and elsewhere in Horizon’s most recent
filings with the SEC, including its Annual Report on Form 10-K for
the year ended December 31, 2022, and any subsequent reports on
Form 10-K, Form 10-Q or Form 8-K filed with the SEC from time to
time and available at www.sec.gov. The forward-looking statements
set out in this announcement are made only as of the date hereof.
Horizon assumes no obligation and does not intend to update these
forward-looking statements, except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231006256107/en/
Enquiries Horizon Investors: Tina Ventura Tel: +1
224 383 3344 Media: Geoff Curtis Tel: +1 224 383 3333
Morgan Stanley (Joint Financial Advisor to the Company)
Julie Rozenblyum Tel: +1 212 761 4000 Joe Modisett Tel: +1 212 761
4000 Tedd Smith Tel: +1 212 761 4000 David Kitterick Tel: +44 20
7425 8000
J.P. Morgan (Joint Financial Advisor to the Company)
Dwayne Lysaght Tel: +44 (0) 20 7742 4000 Jeremy Meilman Tel: +1
(212) 270-6000 Ben Carpenter Tel: +1 (212) 270-6000 Steve Frank
Tel: +1 (212) 270-6000
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