According to the Complaint, Allergan plc is a global pharmaceutical leader focused on developing, manufacturing and commercializing branded pharmaceutical, device, biologic, surgical, and regenerative medicine products.
On June 25, 2019, Allergan and AbbVie issued a joint press release announcing the Proposed Transaction pursuant to which Allergan will be acquired by AbbVie Inc. Under the terms of the Merger Agreement, each Allergan stockholder will be entitled to receive for each Allergan ordinary share: (i) $120.30 in cash, and (ii) 0.8660 of a newly issued share of AbbVie common stock. Based on the closing price of AbbVie’s common stock of $78.45 on June 24, 2019, the Proposed Transaction has an equity value of approximately $63 billion.
On September 16, 2019, Allergan filed a Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) with the SEC. The Complaint alleges that the Proxy Statement, which recommends that Allergan stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) Allergan management’s estimates for the amount and timing of cost savings and related expenses and synergies expected to result from the Proposed Transaction; (ii) the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by the Company’s financial advisor; and (iii) potential conflicts of interest faced by Company insiders.