NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
RECOMMENDED CASH OFFER
for
HORIZON THERAPEUTICS PLC
by
Pillartree Limited, a private limited
company wholly owned by Amgen Inc.
to be implemented by way of a scheme of
arrangement
under Chapter 1 of Part 9 of the Irish
Companies Act 2014
Announcement of Date of Court
Hearing
Horizon Therapeutics plc, a public limited company incorporated
in Ireland ("Horizon" or the "Company") announces today that, in
relation to the offer for the Company by Pillartree Limited
("Acquirer Sub"), a private limited company wholly owned by Amgen
Inc., a Delaware corporation ("Amgen"), pursuant to which Acquirer
Sub will acquire the entire issued and to be issued ordinary share
capital of the Company (the "Proposed Transaction") pursuant to a
scheme of arrangement under Chapter 1 of Part 9 of the Irish
Companies Act 2014 (the "Scheme"), that the Irish High Court (the
"Court") has set the Court Hearing for October 5, 2023 at 11:00
a.m. (Irish time) to consider Horizon’s application to sanction the
Scheme. The Court has directed that any shareholder or creditor of
Horizon who intends to appear at the Court Hearing of the said
application must notify Horizon's solicitors, Matheson LLP, 70 Sir
John Rogerson’s Quay, Dublin 2, Ireland (quoting reference BC/KR
668098.30) in writing by not later than 5:00 p.m. (Irish time) on
October 2, 2023 of that person’s or persons’ intention to appear at
the Court Hearing of the said application and must indicate to
Horizon's solicitors whether such person or persons intend to
support or oppose the said application and must serve any affidavit
evidence on which that person or persons intends to rely on
Horizon's solicitors by that date and time.
The Proposed Transaction is expected to close shortly after the
Court issues the Court Order sanctioning the Scheme.
Certain capitalised words used in this announcement and not
herein defined have the meanings given to such words in the Scheme
of Arrangement set forth in Part 3 of the proxy statement filed by
the Company with the SEC on January 23, 2023.
FURTHER INFORMATION
Enquiries
Horizon Investors: Tina Ventura Tel: +1 224 383 3344
Media: Geoff Curtis Tel: +1 224 383 3333
Morgan Stanley (Joint Financial Advisor to the Company)
Julie Rozenblyum Tel: +1 212 761 4000 Joe Modisett Tedd Smith David
Kitterick Tel: +44 20 7425 8000
J.P. Morgan (Joint Financial Advisor to the Company)
Dwayne Lysaght Tel: +44 (0) 20 7742 4000 Jeremy Meilman Tel: +1
(212) 270-6000 Ben Carpenter Tel: +1 (212) 270-6000 Steve Frank
Tel: +1 (212) 270-6000
Statement Required by the Irish Takeover Rules
The directors of Horizon accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the directors of Horizon (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.
Cautionary Statement Regarding Forward-Looking
Statements
This announcement contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are often identified by words such
as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “see,”
“continue,” “could,” “can,” “may,” “will,” “likely,” “depend,”
“should,” “would,” “plan,” “predict,” “target,” and similar
expressions, and may include references to assumptions and relate
to Horizon’s future prospects, developments and business
strategies, and the Proposed Transaction. Such forward-looking
statements include, but are not limited to, statements relating to
the Proposed Transaction and Horizon’s and Amgen’s expectations
with respect to the timing of the Court Hearing and the potential
closing of the Proposed Transaction. Horizon’s expectations and
beliefs regarding these matters may not materialize. Actual
outcomes and results may differ materially from those contemplated
by these forward-looking statements as a result of uncertainties,
risks, and changes in circumstances, including but not limited to
risks and uncertainties related to: the ability of the parties to
consummate the Proposed Transaction in a timely manner or at all;
the satisfaction (or waiver) of conditions to the consummation of
the Proposed Transaction; potential delays in consummating the
Proposed Transaction; the occurrence of any event, change or other
circumstance or condition that could give rise to the termination
of the Transaction Agreement; and the outcome of any legal
proceedings that have or may be instituted against the parties or
any of their respective directors or officers related to the
Proposed Transaction. Additional risks and uncertainties that could
cause actual outcomes and results to differ materially from those
contemplated by the forward-looking statements are included under
the caption “Risk Factors” and elsewhere in Horizon’s most recent
filings with the SEC, including its Annual Report on Form 10-K for
the year ended December 31, 2022, and any subsequent reports on
Form 10-Q or Form 8-K filed with the SEC from time to time and
available at www.sec.gov. These documents can be accessed on
Horizon’s website at
https://ir.horizontherapeutics.com/financial-information/sec-filings.
The forward-looking statements set out in this announcement are
made only as of the date hereof. Horizon assumes no obligation and
does not intend to update these forward-looking statements, except
as required by law.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3(b) of the Irish Takeover Rules,
if any person is, or becomes, 'interested' in 1% or more of any
class of 'relevant securities' of the Company, that person must
publicly disclose all 'dealings' in any 'relevant securities' of
the Company during the 'offer period', by not later than 3:30 p.m.
(E.T.) on the 'business day' following the date of the relevant
transaction.
If two or more persons co-operate on the basis of any agreement
either express or tacit, either oral or written, to acquire an
'interest' in 'relevant securities' of the Company or any
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Irish Takeover Rules.
A disclosure table, giving details of the companies in whose
'relevant securities' 'opening position' and 'dealings' should be
disclosed can be found on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
'Interests' in securities arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover
Rules, which can be found on the Irish Takeover Panel's website. If
you are in any doubt as to whether or not you are required to
disclose a 'dealing' under Rule 8 of the Irish Takeover Rules,
please consult the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on
telephone number +353 1 678 9020.
General
A copy of this announcement will be available, free of charge
(subject to certain restrictions relating to persons resident in
certain restricted jurisdictions) on Horizon's website at
https://ir.horizontherapeutics.com/information by no later than
12:00 noon (E.T.) on the business day following this announcement
and throughout the course of the Proposed Transaction. Neither the
contents of Horizon's website nor the contents of any other website
accessible from hyperlinks are incorporated into, or form part of,
this announcement.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230904379387/en/
Horizon Investors: Tina Ventura Tel: +1 224 383 3344
Media: Geoff Curtis Tel: +1 224 383 3333
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