AbbVie board reviewing merger with Shire

CHICAGO — AbbVie on Tuesday announced it has notified Shire of its board of directors' intention to reconsider the recommendation made on July 18 that AbbVie stockholders adopt the merger agreement needed to complete the proposed combination of AbbVie and Shire.

 

AbbVie's board will consider, among other things, the impact of the U.S. Department of Treasury's proposed unilateral changes to the tax regulations announced on Sept. 22, including the impact to the fundamental financial benefits of the transaction.

 

Accordingly, AbbVie has notified Shire under the co-operation agreement that AbbVie's board of directors intends to meet to consider whether to withdraw or modify its recommendation. Under the Agreement, AbbVie must provide three business days' notice of any intention to consider a change in recommendation. Accordingly, AbbVie's board plans to meet on Oct. 20, unless Shire agrees to waive the notice.

 

At this time, AbbVie's board of directors has not withdrawn or modified its recommendation to AbbVie stockholders. Under the conditions of AbbVie's offer and the terms of the co-operation agreement, if AbbVie's board of directors was to withdraw or modify its recommendation, the withdrawal or modification alone would not cause a lapse of AbbVie's offer or terminate the co-operation agreement. Unless Shire and the U.K. Takeover Panel agree otherwise, AbbVie must convene an AbbVie stockholder meeting to consider the adoption of the U.S. merger agreement. 

 

AbbVie's offer will lapse if the company's stockholders do not adopt the agreement.