Shire PLC (SHPG) filed a Form 8K - Entry Into a Definitive
Agreement - with the U.S Securities and Exchange Commission on July
18, 2014.
On July 18, 2014, AbbVie Inc., a Delaware corporation
("AbbVie"), issued an announcement (the "Rule 2.7 Announcement")
pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers
and Mergers disclosing that the boards of directors of AbbVie and
Shire plc ("Shire"), had agreed on the terms of a recommended
combination of Shire with AbbVie (the "Combination"). In connection
with the Combination, (i) Shire and AbbVie entered into a
Cooperation Agreement dated as of July 18, 2014 (the "Cooperation
Agreement") and (ii) AbbVie, AbbVie Private Limited, a company
incorporated in Jersey ("New AbbVie"), and AbbVie Ventures LLC
("Merger Sub") entered into an Agreement and Plan of Merger, dated
as of July 18, 2014 (the "Merger Agreement")
Rule 2.7 Announcement
On July 18, 2014, AbbVie issued the Rule 2.7 Announcement
disclosing that the boards of directors of AbbVie and Shire had
agreed on the terms of the Combination. Under the terms of the
Combination, (i) Shire shareholders will be entitled to receive
24.44 in cash and 0.8960 shares of New AbbVie by means of a
court-sanctioned scheme of arrangement (the "Scheme") between Shire
and Shire shareholders under the Companies (Jersey) Law of 1991, as
amended (the "Jersey Companies Law"), and (ii) AbbVie stockholders
will receive one New AbbVie share for each AbbVie share they hold
pursuant to the Merger Agreement. As a result of the Combination,
both Shire and AbbVie will become wholly owned subsidiaries of New
AbbVie. It is intended that shares of New AbbVie will be listed on
the New York Stock Exchange following the completion of the
Combination.
The Combination will be conditioned upon, among other things,
the approval of the Scheme by the Shire shareholders, the sanction
of the Scheme by a Jersey court, the adoption of the Merger
Agreement by AbbVie shareholders, and the receipt of certain
regulatory approvals. The conditions to the Combination are set out
in full in Appendix I to the Rule 2.7 Announcement. It is expected
that, subject to the satisfaction or waiver of all relevant
conditions, the Combination will be completed in the fourth quarter
of 2014.
New AbbVie reserves the right in certain circumstances set forth
in the Cooperation Agreement and, subject to the prior consent of
the U.K. Panel on Takeovers and Mergers, to elect to implement the
acquisition of shares of Shire by way of a takeover offer (as such
term is defined in the Jersey Companies Law).
Cooperation Agreement
On July 18, 2014, Shire and AbbVie entered into the Cooperation
Agreement in connection with the proposed Combination. Pursuant to
the Cooperation Agreement, Shire has agreed to provide AbbVie with
such information and assistance as AbbVie may reasonably require
for the purposes of obtaining all regulatory clearances and making
any submission, filing or notification to any regulatory authority,
and AbbVie has given certain undertakings to implement the
Combination. The Cooperation Agreement will terminate if the Scheme
is withdrawn or lapses. AbbVie has the right to terminate the
Cooperation Agreement if the Shire board of directors withdraws its
recommendation of the Scheme or if certain deadlines are not met,
including the Scheme not being consummated by no later than April
30, 2015. The Cooperation Agreement also, among other things,
contains certain arrangements relating to Shire's share incentive
plans and provides for the payment of cost reimbursements or
termination fees to Shire in certain circumstances in which the
Combination is not consummated.
The Merger Agreement is attached as an exhibit to the
Cooperation Agreement. Pursuant to the Merger Agreement, Merger Sub
will merge with and into AbbVie and AbbVie will continue as the
surviving corporation and a wholly owned indirect subsidiary of New
AbbVie (the "Merger"). The Merger will be consummated as soon as
reasonably practicable following the completion of the Scheme.
The foregoing summary of the Combination, the Rule 2.7
Announcement and the Cooperation Agreement contemplated thereby
does not purport to be complete and is subject to, and qualified
in
its entirety by, the full text of the Rule 2.7 Announcement,
which is attached as Exhibit 2.1 to this Current Report on Form 8-K
and the full text of the Cooperation Agreement, which is attached
as Exhibit 2.2 to this Current Report on Form 8-K, and each of
these exhibits is incorporated herein by reference.
The Rule 2.7 Announcement includes non-GAAP EBITDA as a
percentage of product sales, non-GAAP EBITDA and last twelve months
non-GAAP EBITDA which are non-GAAP financial measures.
An explanation and reconciliation of non-GAAP EBITDA margin as a
percentage of product sales, non-GAAP EBITDA and Last Twelve Months
non-GAAP EBITDA to their most directly comparable measures under US
GAAP (being US GAAP Net Income as a percentage of product sales, US
GAAP Net Income and last twelve months US GAAP Net Income) is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/936402/000095010314005136/dp48071_8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/936402/000095010314005136/0000950103-14-005136-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
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