Scheme Document. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of 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 Scheme Document when it is filed with the SEC. Information regarding Allergans directors and executive
officers is contained in Allergans Annual Report on Form
10-K
for the fiscal year ended December 31, 2018 and its Proxy Statement on Schedule 14A, dated March 22, 2019, which are filed with the
SEC, and certain of Allergans Current Reports on Form
8-K,
filed with the SEC on February 19, 2019, March 22, 2019 and May 1, 2019.
FORWARD-LOOKING STATEMENTS
This communication contains
certain forward-looking statements with respect to a possible acquisition involving AbbVie and Allergan and/or the combined groups estimated or anticipated future business, performance and results of operations and financial condition,
including estimates, forecasts, targets and plans for AbbVie and, following the acquisition, if completed, the combined group. The words believe, expect, anticipate, project and similar
expressions, among others, generally identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking
statements. Such risks and uncertainties include, but are not limited to, the possibility that a possible acquisition will not be pursued, failure to obtain necessary regulatory approvals or required financing or to satisfy any of the other
conditions to the possible acquisition, adverse effects on the market price of AbbVies shares of common stock or Allergans ordinary shares and on AbbVies or Allergans operating results because of a failure to complete the
possible acquisition, failure to realize the expected benefits of the possible acquisition, failure to promptly and effectively integrate Allergans businesses, negative effects relating to the announcement of the possible acquisition or any
further announcements relating to the possible acquisition or the consummation of the possible acquisition on the market price of AbbVies shares of common stock or Allergans ordinary shares, significant transaction costs and/or unknown
or inestimable liabilities, potential litigation associated with the possible acquisition, general economic and business conditions that affect the combined companies following the consummation of the possible acquisition, changes in global,
political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business acquisitions or disposals and competitive developments. These
forward-looking statements are based on numerous assumptions and assessments made in light of AbbVies or, as the case may be, Allergans experience and perception of historical trends, current conditions, business strategies, operating
environment, future developments and other factors it believes appropriate. 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 Allergans plans with respect to AbbVie, Allergans or AbbVies actual results, performance or
achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have been correct and persons reading this communication are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this
communication. Additional information about economic, competitive, governmental, technological and other factors that may affect Allergan is set forth in Item 1A, Risk Factors, in Allergans 2018 Annual Report on Form
10-K,
which has been filed with the SEC, the contents of which are not incorporated by reference into, nor do they form part of, this communication. Allergan undertakes no obligation to release publicly any
revisions to forward-looking statements as a result of subsequent events or developments, except as required by law.
Any
forward-looking statements in this communication are based upon information available to Allergan and/or its board of directors, as the case may be, as of the date of this communication and, while believed to be true when made, may ultimately prove
to be incorrect. Subject to any obligations under applicable law, neither Allergan nor any member of its board of directors undertakes any obligation to update any forward-looking statement whether as a result of new information, future developments
or otherwise, or to conform any forward-looking statement to actual results, future events, or to changes in expectations. All subsequent written and oral forward-looking statements attributable to Allergan or its board of directors or any person
acting on behalf of any of them are expressly qualified in their entirety by this paragraph.
STATEMENT REQUIRED BY THE IRISH TAKEOVER RULES
The Allergan directors accept responsibility for the information contained in this communication relating to Allergan and the Allergan directors and members of
their immediate families, related trusts and persons