• Tue news: Regeneron fails to block Eylea biosimilar. Inside the GLP-1 price war. Novartis inks $1B biobucks deal. UCB/Biogen lupus drug. Lilly Alzheimer’s drug approved in Japan. See more on our front page

AGN and PFE done deal - Announcement Under Irish Takeover Rules

anonymous

Guest
Announcement Under Irish Takeover Rules
1:12 PM ET, 10/30/2015 - PR Newswire
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.

Logo - http://photos.prnewswire.com/prnh/20150612/222796LOGO

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 AllerganAllergan 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.
 

<







Pfizer Inc. Announcement under Rule 2.10 of the Irish Takeover Rules – Relevant Securities in Issue
October 30, 2015 10:27 PM Eastern Daylight Time

NEW YORK--(BUSINESS WIRE)--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 OF SUCH JURISDICTION

“Forward-Looking Information and Factors That May Affect Future Results”

In accordance with Rule 2.10 of the Irish Takeover Panel Act, 1997, Takeover Rules 2013, Pfizer Inc. (NYSE:pFE) (the "Company") confirms that, at the close of business on October 29, 2015, its issued share capital, excluding treasury shares, is comprised of 6,172,660,972 shares of common stock having a par value of $0.05 per share (the "Common Stock"), and 663shares of convertible perpetual preferred stock having no par value (the “Preferred Stock"), which shares of Preferred Stock are convertible into a total of 1,707,281 shares of Common Stock.

The International Securities Identification Number for the Common Stock is ISIN US7170811035. The total number of shares of Common Stock in issue attaching voting rights in Pfizer is therefore 6,172,660,972 and this figure may be used by stockholders to determine the percentage of issued Common Stock they hold in Pfizer for purposes of the Irish Takeover Panel Act, 1997, Takeover Rules 2013.

The Company also confirms that, at the close of business on October 28, 2015, there were outstanding 235,657,320 options to purchase Common Stock (“Options”), 36,048,905 total shareholder return units (“TSRUs”), and 29,221,714 restricted stock units (“RSUs”).

Upon exercise, each Option entitles the holder to purchase one share of Common Stock at the applicable exercise price. Each TSRU entitles the holder to receive shares of Common Stock equal to the value of the change in stock price (positive or negative) over the grant price, plus dividend equivalents during the term, in accordance with the terms of the TSRU. Upon vesting, each RSU entitles the holder to receive shares of Common Stock representing the number of RSUs plus dividend equivalents in accordance with the terms of the RSU.

The Company also confirms that, at the close of business on October 28, 2015, there were outstanding performance share awards and portfolio performance share awards entitling the holders to receive up to a maximum of 29,947,149 shares of Common Stock based on certain performance criteria in accordance with the terms of such awards.

The Company also confirms that, at the close of business on October 28, 2015, there were 44,148 deferred stock units representing settlement of stock awards that were deferred. These deferred stock units entitle holders to receive shares of Common Stock upon settlement of the deferral obligation including dividends which accumulate as additional deferred stock units. In addition, the Company confirms that, at the close of business on October 28, 2015, there were outstanding deferred shares representing the annual grants to non-employee directors entitling the directors to receive up to a maximum total of 516,031 shares of Common Stock payable upon termination or retirement in shares or cash at the direction of the director.

The Directors of Pfizer accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure 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.

Any holder of 1% or more of any class of relevant securities of Pfizer may have disclosure obligations under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2013.

:mad: