Item 8.01. Other Events.
As previously disclosed, on May 8, 2021, Soliton, Inc. a Delaware corporation
(the "Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with AbbVie Inc. ("AbbVie") and Scout Merger Sub, Inc., a wholly
owned subsidiary of AbbVie ("Merger Sub"), pursuant to which Merger Sub will
merge with and into the Company, with the Company continuing as the surviving
corporation and a wholly owned subsidiary of AbbVie (the "Merger").
In connection with the proposed Merger, on June 2, 2021, the Company and AbbVie
each filed the requisite notification and report forms (each, an "HSR
Notification") under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended (the "HSR Act"), with the Antitrust Division of the Department of
Justice and the Federal Trade Commission ("FTC"). Following informal discussions
with the staff at the FTC, AbbVie and the Company agreed to voluntarily provide
the FTC with additional time in which to review the Merger and AbbVie, as the
acquiring party, voluntarily withdrew its HSR Notification on July 2, 2021 and
refiled its HSR Notification on July 7, 2021.
On August 6, 2021, the Company and AbbVie each received a request for additional
information and documentary material (the "Second Request") from the FTC in
connection with the FTC's review of the transactions contemplated by the Merger
Agreement. The effect of the Second Request is to extend the waiting period
imposed by the HSR Act until 30 days after the Company and AbbVie have certified
substantial compliance with the Second Request, unless that period is extended
voluntarily by the parties or terminated sooner by the FTC. The Company and
AbbVie continue to work cooperatively with the FTC staff in its review of the
proposed transaction, and continue to expect to complete the transaction in the
second half of 2021, subject to the satisfaction or permitted waiver of the
conditions to closing.
Forward-Looking Statements
This communication, and any documents to which the Company refers in this
communication, contain not only historical information, but also forward-looking
statements made pursuant to the safe-harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements often include the
words "forecast," "expect," "believe," "will," "intend," "plan," and words of
similar substance. Such forward-looking statements include the expected
completion and timing of the proposed transaction and other information relating
to the proposed transaction. Such forward-looking statements are subject to
risks and uncertainties that could cause actual results or performance to differ
materially from those expressed in or contemplated by the forward-looking
statements, including the following: (i) the risk that the proposed transaction
may not be completed in a timely manner or at all, which may adversely affect
the Company's business and the price of the Company's common stock, (ii) the
failure to satisfy any of the conditions to the consummation of the proposed
transaction, including the receipt of certain governmental and regulatory
approvals, (iii) the occurrence of any event, change or other circumstance that
could give rise to the termination of the Merger Agreement, (iv) the outcome of
any legal proceedings that have been or may be instituted against the Company
related to the Merger Agreement or the proposed transaction and (v) other risks
described in the Company's filings with the Securities and Exchange Commission.
The Company assumes no obligation to update or revise publicly the information
in this communication, whether as a result of new information, future events or
otherwise, except as otherwise required by law. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak only as of
the date hereof.
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