Full Press Release Details
NORTH CHICAGO, Ill. , May 1, 2018 /PRNewswire/ -- AbbVie (NYSE: ABBV ) announced today that it has commenced a modified "Dutch auction" tender offer to purchase for cash up to $7.5 billion of its common stock at a price not less than $99.00 per share and not more than $114.00 per share.
AbbVie stockholders may tender all or a portion of their shares at a price specified by the tendering stockholder within this range. When the tender offer expires, AbbVie will determine the lowest price within the range of prices specified above that allows AbbVie to purchase up to an aggregate of $7.5 billion of its common stock.
To tender AbbVie shares, stockholders must follow the instructions described in the "Offer to Purchase" and the "Letter of Transmittal" that are being filed by AbbVie with the U.S. Securities and Exchange Commission. These documents contain important information about the terms and conditions of the tender offer. All shares purchased by AbbVie will be purchased at the same price, in cash and subject to applicable withholding and without interest. All shares tendered at prices higher than the purchase price determined by AbbVie will be promptly returned to stockholders at AbbVie's expense.
The tender offer and withdrawal rights will expire at midnight Eastern Time , at the end of the day on May 29, 2018 , unless extended or terminated by AbbVie. Tenders of shares must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer.
Morgan Stanley & Co. LLC is acting as dealer manager, and Wachtell, Lipton, Rosen & Katz is acting as legal advisor. Georgeson Inc. is serving as information agent for the tender offer. Computershare Trust Company, N.A. is acting as the depositary for the tender offer.
AbbVie is a global, research-driven biopharmaceutical company committed to developing innovative advanced therapies for some of the world's most complex and critical conditions. The company's mission is to use its expertise, dedicated people and unique approach to innovation to markedly improve treatments across four primary therapeutic areas: immunology, oncology, virology and neuroscience. In more than 75 countries, AbbVie employees are working every day to advance health solutions for people around the world. For more information about AbbVie, please visit us at www.abbvie.com. Follow @abbvie on Twitter, Facebook or LinkedIn.
Forward-Looking Statements
Some statements in this news release are, or may be considered, forward-looking statements within the meaning of applicable federal securities law. The words "believe," "expect," "will," "anticipate," "project" and similar expressions, among others, generally identify forward-looking statements. AbbVie cautions that 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 ability to complete the tender offer, challenges to intellectual property, competition from other products, difficulties inherent in the research and development process, adverse litigation or government action, and changes to laws and regulations applicable to our industry. Additional information about the economic, competitive, governmental, technological and other factors that may affect AbbVie's operations is set forth in Item 1A, "Risk Factors," of AbbVie's 2017 Annual Report on Form 10-K, which has been filed with the SEC. AbbVie 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.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Questions, requests for copies of mailed materials, or requests for assistance may be directed to the Information Agent, Georgeson Inc., at 1-866-821-2614.