AbbVie Inc. (NYSE:ABBV) agreed to acquire Allergan plc (NYSE:AGN) from its Directors, Morgan Stanley AIP GP LP, Morgan Stanley Investment Management Inc. and other shareholders for $62.1 billion on June 23, 2019. As on June 25, 2019, the definitive transaction agreement was signed. The acquisition will be effected by means of a "scheme of arrangement" in accordance with Chapter 1 of Part 9 of the Act pursuant to which Allergan's shareholders will receive 0.8660 AbbVie's shares and $120.3 in cash for each Allergan's share, for a total consideration of approximately $188.24 per Allergan's share. Pursuant to the terms of the transaction agreement, Allergan RSU Awards, Allergan PSUs and Allergan restricted stock awards, will be substituted with an Allergan Replacement Share Award, with the number of AbbVie's shares underlying each such Allergan Replacement Share Award adjusted to reflect the conversion from Allergan Shares into AbbVie Shares. AbbVie restricted stock unit awards will be granted in substitution for Allergan PSUs. As of June 21, 2019, apart from the outstanding shares of Allergan, there was no Allergan preferred shares, and no deferred ordinary shares, 2.9 million Allergan Shares were subject to outstanding Allergan RSU Awards (other than Allergan PSU Awards), no Allergan Shares were subject to outstanding Allergan Restricted Stock Awards, 0.49 million Allergan shares were subject to outstanding Allergan PSU Awards and 19.8 million additional Allergan shares were reserved for issuance pursuant to the Allergan Share Plans. The deal value is subject to adjustment in accordance with the Exchange Ratio Modification Number. The acquisition is expected to be taxable, to Allergan's shareholders, for U.S. federal income tax purposes. AbbVie reserves the right, subject to the terms of the transaction agreement, to elect to implement the acquisition by way of a Takeover Offer as an alternative to the scheme, subject to the provisions of the transaction agreement and with the Panel's consent. It is expected that, immediately after the closing of the acquisition, AbbVie's shareholders will own approximately 83% of AbbVie on a fully diluted basis and Allergan's shareholders will own approximately 17% of AbbVie on a fully diluted basis. AbbVie has secured fully underwritten financing commitments from Morgan Stanley Senior Funding, Inc. and MUFG Bank, Ltd., for an aggregate amount of $38 billion, to finance together with AbbVie's own cash resources, the cash portion of the acquisition. The financing includes a debt financing provided by the bridge credit agreement and any other third party debt financing that is necessary for the deal. It is intended that, subject to and following the scheme becoming effective, and subject to applicable requirements of the NYSE, Allergan's shares will be delisted from the NYSE and deregistered, along with other securities of Allergan under the Exchange Act, as promptly as practicable after the effective time. Allergan has entered into the expenses reimbursement agreement, dated June 25, 2019 with AbbVie, the terms of which have been approved by the Panel. Under the expenses reimbursement agreement, Allergan has agreed to pay to AbbVie in certain circumstances an amount equal to a maximum amount equal to 1% of the aggregate value of the total scheme consideration. Post completion, Allergan will operate as Allergan Aesthetics. The transaction agreement provides that, upon termination of the transaction agreement under certain circumstances relating to the failure to obtain antitrust approvals, AbbVie will pay Allergan a reverse termination fee of $1.25 billion.

The combined company will continue to be led by Richard A. Gonzalez as Chairman and Chief Executive Officer. Two members of Allergan's Board, including Chairman and Chief Executive Officer, Brent Saunders, will join AbbVie's Board upon completion of the transaction. Upon completion of the transaction, the combined company will continue to be incorporated in Delaware as AbbVie Inc. and have its principal executive offices in North Chicago, Ill. The deal is subject to approval of at least 75% in value of the Allergan's shares, Irish court approval, certain regulatory approvals, listing on NYSE (subject only to certain standard conditions) of all of the AbbVie's shares to be issued in the acquisition, all applicable waiting periods under the HSR Act in connection with the acquisition having expired or having been terminated, and, to the extent applicable, any agreement between Allergan and AbbVie, on the one hand, and the Federal Trade Commission or the Antitrust Division of the United States Department of Justice, approval of the European Commission and other conditions. The deal has been unanimously approved by AbbVie's Board on June 23, 2019. The deal has been unanimously approved by the independent Allergan's Directors on June 24, 2019. As of June 25, 2019, independent Allergan's Directors unanimously recommend to Allergan's shareholders to vote in favor of the acquisition and the Scheme. As of September 16, 2019, shareholders of Allergan plc will have two special meetings, first, the special Court-ordered meeting, to be held on October 14, 2019 and the extraordinary general meeting of shareholders to be held on October 14, 2019. As of September 27, 2019, Allergan and AbbVie each received a Request for Additional Information and Documentary Material (Second Request) from the U.S. Federal Trade Commission (FTC) in connection with the acquisition. The Second Request extends the waiting period under the HSR Act until 30 days after both Allergan and AbbVie have substantially complied with the second request. AbbVie anticipates closing of the transaction by early 2020. As of February 10, 2020, the transaction is expected to close around the end of the first quarter 2020. As of May 5, 2020, FTC granted early termination notice. AbbVie anticipates that the acquisition will provide annual pre-tax synergies and other cost reductions of at least $2 billion in year three while leaving investments in key growth franchises untouched. The transaction is expected to be 10% accretive to adjusted earnings per share over the first full year following the close of the transaction, with peak accretion of greater than 20%. ROIC is expected to exceed AbbVie's cost of capital within the first full year.

PricewaterhouseCoopers LLP acted as accountant, Lee Hochbaum and Andrew Ditchfield of Davis Polk & Wardwell LLP advised Clint Gartin, Michael Boublik , Joe Modisett and David Kitterick of Morgan Stanley & Co. International plc and PJT Partners, LP acted as financial advisors, Morgan Stanley & Co. LLC acted as fairness opinion provider and Sophia Hudson, Maggie Flores, Melissa Hutson, Yuli Wang, Scott Price, Michael Krasnovsky, Kate Coverdale; Matt Reilly, Paula Riedel, Dean Shulman, Sara Zablotney, Adam Kool, Jim Hurst, Dennis Williams, Eric Schiele, P.C. and Carlo Zenkner, Jonathan L. Davis, P.C. of Kirkland & Ellis LLP and Stephen FitzSimons and David Byers of McCann Fitzgerald acted as legal advisors to AbbVie. Jeremy Meilman, Thomas Monaghan, Dwayne Lysaght and David Connern of J.P. Morgan Securities LLC acted as financial advisors for a fee of $123 million and Andrea Wahlquist, John Savarese, Michael Benn, Ralph M. Levene, Jodi Schwartz, Tijana Dvornic, Andrew R. Brownstein, Igor Kirman, and Elina Tetelbaum of Wachtell, Lipton, Rosen & Katz LLP and Geoff Moore, Cian McCourt and John Barrett of Arthur Cox & Co. acted as legal advisors to Allergan. Steven Newborn of Weil acted as financial advisor to Allergan plc. Evercore acted as financial advisor to Allergan plc. MacKenzie Partners, Inc. acted as information agent to Allergan plc and will receive fee of approximately $75,000. Debevoise & Plimpton LLP acted as a legal advisor to J.P. Morgan Securities. BofA Merrill Lynch acted as financial advisor to AbbVie Inc.

AbbVie Inc. (NYSE:ABBV) completed the acquisition of Allergan plc (NYSE:AGN) from its Directors, Morgan Stanley AIP GP LP, Morgan Stanley Investment Management Inc. and other shareholders on May 8, 2020. On the closing date, Allergan notified the NYSE that the scheme had become effective and requested that trading of Allergan ordinary on the NYSE be suspended prior to the opening of trading on May 11, 2020. On May 8, 2020, AbbVie borrowed $3.0 billion under the Term Loan Credit Agreement to fund a portion of the cash consideration paid to Allergan shareholders. On completion of this transaction, AbbVie expanded the size of its Board of Directors from eleven Directors to twelve Directors and appointed Thomas Freyman to the Board as a Class I Director, who formerly served on the Board of Directors of Allergan. This transaction was completed following receipt of regulatory approval from all government authorities required by the transaction agreement and approval by the Irish High Court. Debbie Feinstein of Arnold & Porter Kaye Scholer LLP acted as legal advisor to AbbVie Inc.