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
October 5, 2023
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 relating to the outcome of the
Court Sanction Hearing
Horizon Therapeutics plc, a public limited company incorporated
in Ireland ("Horizon" or the "Company") announces
that the Irish High Court (the "Court") has today sanctioned
the scheme of arrangement between Horizon and its shareholders
under Chapter 1 of Part 9 of the Irish Companies Act 2014 (the
"Scheme") pursuant to which Pillartree Limited, a private
limited company wholly owned by Amgen Inc., a Delaware corporation
("Amgen"), will acquire the entire issued and to be issued
ordinary share capital of Horizon (the "Proposed
Transaction").
As set out in the definitive proxy statement filed by the
Company with the United States Securities and Exchange Commission
(the "SEC") on January 23, 2023 (the "Proxy
Statement"), completion of the Proposed Transaction remains
subject to the delivery to the Registrar of Companies (the
"Registrar") in Ireland of a copy of the order of the Court
sanctioning the Scheme under section 453 of the Irish Companies Act
2014 (the "Order").
Assuming that a copy of the Order is processed and made
available to Horizon by no later than the morning of October 6,
2023 (Irish time), the Order is expected to be delivered to the
Registrar on October 6, 2023 and, accordingly, the Scheme is
expected to take effect on October 6, 2023 (the "Effective
Date").
Certain capitalised words used in this announcement and not
herein defined have the meanings given to such words in the Scheme
set forth in Part 3 of the Proxy Statement.
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 the Proposed Transaction. Such forward-looking statements
include, but are not limited to, statements relating to Horizon's
and Amgen's expectations with respect to the timing of the 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 of the remaining condition to the consummation of 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 or failure of any closing condition to
be satisfied; 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-K, 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 Panel
Act, 1997, Takeover Rules, 2022 (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' 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/20231005623253/en/
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 Tel: +1 212 761
4000 Tedd Smith Tel: +1 212 761 4000 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
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