Announcement Under Irish Takeover Rules

Relevant Securities in Issue -- October 30, 2015

Oct 30, 2015, 13:12 ET from Allergan plc

DUBLIN, Oct. 30, 2015 /PRNewswire/ -- In accordance with Rule 2.10 of the Irish Takeover Rules, Allergan plc (NYSE: AGN) (the "Company") confirms that, as of the close of business on October 28, 2015, the Company's issued share capital, excluding treasury shares, consisted of 394,135,739 ordinary shares, par value US$0.0001 per share (the "Ordinary Shares") and 5,060,000 5.5% mandatory convertible preferred shares, Series A, par value US$0.0001 per share (the "Preferred Shares"). The International Securities Identification Number (ISIN) of the Ordinary Shares is IE00BY9D5467 and of the Preferred Shares is IE00BY9D6T89.

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The Company confirms that, as of the close of business on October 28, 2015, there were outstanding 1,350,467 restricted share units (the "Restricted Share Units") and 10,763,384 options to purchase Ordinary Shares (the "Share Options") granted by the Company. Upon vesting, each Restricted Share Unit entitles the holder to receive one Ordinary Share and each Share Option entitles the holder to purchase one Ordinary Share at the applicable exercise price.

The Company also confirms that, as of the close of business on October 28, 2015, there were outstanding performance share units (the "Performance Share Units") entitling holders to receive 641,107 Ordinary Shares upon vesting, assuming satisfaction of the applicable performance criteria at targeted performance.

About Allergan
Allergan plc (NYSE: AGN), headquartered in Dublin, Ireland, is a unique, global pharmaceutical company and a leader in a new industry model – Growth Pharma.  Allergan is focused on developing, manufacturing and commercializing innovative branded pharmaceuticals, high-quality generic and over-the-counter medicines and biologic products for patients around the world.

Allergan markets a portfolio of best-in-class products that provide valuable treatments for the central nervous system, eye care, medical aesthetics, gastroenterology, women's health, urology, cardiovascular and anti-infective therapeutic categories, and operates the world's third-largest global generics business, providing patients around the globe with increased access to affordable, high-quality medicines. Allergan is an industry leader in research and development, with one of the broadest development pipelines in the pharmaceutical industry and a leading position in the submission of generic product applications globally.

With commercial operations in approximately 100 countries, Allergan is committed to working with physicians, healthcare providers and patients to deliver innovative and meaningful treatments that help people around the world live longer, healthier lives.

For more information, visit Allergan's website at www.allergan.com.

Details About Relevant Securities in Issue
The Preferred Shares are convertible into Ordinary Shares at the option of the holder at any time prior to March 1, 2018 at a conversion rate of 2.8345 Ordinary Shares per Preferred Share. On March 1, 2018 the outstanding Preferred Shares automatically convert into Ordinary Shares at a conversion rate of between 2.8345 and 3.4722 Ordinary Shares per Preferred Share determined based on the average trading price of the Ordinary Shares at the time of conversion or, in certain cases, the original issuance price of the Ordinary Shares issued in connection with the issuance of the Preferred Shares. The Preferred Shares are also convertible into Ordinary Shares at the option of the holder in connection with certain business combination transactions at a conversion rate determined by reference to the date of the transaction and the price per Ordinary Share paid or deemed to be paid in the business combination transaction.  In certain circumstances, where the Company merges or consolidates with another person and is not the surviving person, the Preferred Shares will be convertible on the same terms as described above, at the applicable conversion rate into the securities, cash and other property that such holder would have received in such merger or consolidation had it held Ordinary Shares. All conversion rates are subject to anti-dilution adjustments.

The number of Ordinary Shares capable of being issued in respect of the Restricted Share Units and Performance Share Units described in this announcement includes the Ordinary Shares capable of being issued upon the vesting of the applicable dividend equivalent units attaching to the respective Restricted Share Units and Performance Share Units.

A person interested in 1% or more of any relevant securities in the Company may have disclosure obligations under Rule 8.3 of the Irish Takeover Rules.  This requirement will continue until the offer period ends.

The directors of the Company accept responsibility for the information contained in this announcement.  To the best of the knowledge and belief of the directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Forward-Looking Statements
Statements contained in this press release that refer to future events or other non-historical facts are forward-looking statements that reflect Allergan's current perspective of existing trends and information as of the date of this release. Except as expressly required by law, Allergan disclaims any intent or obligation to update these forward-looking statements. Actual results may differ materially from Allergan's current expectations depending upon a number of factors affecting Allergan's business. These factors include, among others, the risks associated with acquisition transactions; the difficulty of predicting the timing or outcome of FDA and other regulatory approvals or actions, if any; the impact of competitive products and pricing; market acceptance of and continued demand for Allergan's products; difficulties or delays in manufacturing; and other risks and uncertainties detailed in Allergan's periodic public filings with the Securities and Exchange Commission, including but not limited to Allergan's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (such periodic public filings having been filed under the "Allergan plc" or "Actavis plc" names) and from time to time in Allergan's other investor communications . Except as expressly required by law, Allergan disclaims any intent or obligation to update these forward-looking statements.



CONTACTS:  

Allergan:


Investors:


Lisa DeFrancesco  


(862) 261-7152




Media:


Mark Marmur


(862) 261-7558



 

SOURCE Allergan plc



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