ABBVIE INC. (NYSE:ABBV) Files An 8-K Temporary Suspension of Trading Under Registrant’s Employee Benefit PlansItem 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
On May1, 2018, AbbVie Inc. (“AbbVie” or the “Company”) launched a tender offer to purchase from its stockholders up to $7,500,000,000in value of shares of the Company’s common stock, $0.01 par value per share (the “Shares”), at a price not greater than $114 nor less than $99 per Share, to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase dated May1, 2018 (the “Offer to Purchase”) and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”). The Offer is scheduled to expire at 12:00 midnight, New York City time, at the end of May29, 2018, unless the Offer is extended.
On April26, 2018, the Company received notice from the plan administrator that in connection with the Offer, eligible participants in the AbbVie Savings Plan and the AbbVie Puerto Rico Savings Plan (the “Plans”) who choose to participate in the Offer will not be able to effect certain transactions with respect to their plan’s Company stock fund, including obtaining loans or other withdrawals and transferring funds into or out of the Company stock fund (other than regular payroll contributions) (the “Participant Restrictions”).
If the Participant Restrictions apply to 50% or more of the participants in the Plans for a period of more than three consecutive business days, a blackout period would arise under Section306(a)of the Sarbanes-Oxley Act of 2002 and Regulation BTR. During any blackout period, directors and executive officers of the Company would be prohibited from purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any equity security of the Company acquired in connection with their employment as an executive officer or services as a director of the Company (or any successor or subsidiary corporation).
It is currently unknown whether a blackout period will arise in connection with the Offer, because we cannot determine at this time whether 50% or more of the Plan participants will make, and not revoke, an election to participate in the Offer. If a blackout period does arise because this 50% threshold is met, the blackout period could begin as soon as 4 p.m., New York City Time on May23, 2018, and could extend through June13, 2018.
On May1, 2018, in accordance with Section306(a)of the Sarbanes-Oxley Act of 2002 and Rule104 of Regulation BTR, the Company sent a blackout trading restriction notice to its directors and executive officers informing them that they may be prohibited from purchasing, selling or otherwise acquiring or transferring, directly or indirectly, any equity security of the Company acquired in connection with their employment as an officer or services as a director, but only if a blackout period actually arises to Section306(a)of the Sarbanes-Oxley Act of 2002 and Regulation BTR.
Inquiries concerning the potential blackout period, including the beginning and ending dates of the trading restrictions, may be directed without charge to:
AbbVie Inc.
1 North Waukegan Road
North Chicago,Illinois 60064
Attention: Kathleen Scheidt, Head Counsel, Executive Compensation& Employee Benefits, Telephone number: (847) 938-8188
A copy of the blackout trading restriction notice to directors and executive officers of the Company, which includes the information required by Rule104(b)of Regulation BTR, is attached hereto as Exhibit99.1 and is incorporated herein by reference.
Additional Information Regarding the Tender Offer
This communication is for informational purposes only, is not a recommendation to buy or sell shares of AbbVie common stock, and does not constitute an offer to buy or the solicitation to sell shares of AbbVie common stock. The tender offer has been made to the Offer to Purchase, the related Letter of Transmittal and other related materials filed by AbbVie with the Securities and Exchange Commission (“SEC”). STOCKHOLDERS ARE URGED TO CAREFULLY READ THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION,INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER, THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. Stockholders may obtain a free copy of the tender offer materials (including the Offer to Purchase, the related Letter of Transmittal and other documents) that AbbVie has filed with SEC at the Commission’s website atwww.sec.gov. Additional copies of these materials may be obtained for free by contacting AbbVie at 1 North Waukegan Road, North Chicago,IL 60064, Attn: Investor Relations.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, AbbVie files annual, quarterly and current reports and other information with the SEC. You may read and copy any reports or other information filed by AbbVie at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. AbbVie’s filings with the SEC are also available at the SEC’s website at www.sec.gov.
Item 5.04. Financial Statements and Exhibits.
AbbVie Inc. ExhibitEX-99.1 2 a18-12281_11ex99d1.htm EX-99.1 Exhibit 99.1 NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS OF ABBVIE INC. REGARDING THE POTENTIAL COMPLETE BLACKOUT IN TRANSACTIONS INVOLVING EQUITY SECURITIES OF ABBVIE INC. This notice is required by law and is to formally notify you of a possible complete blackout. Please note that the possible blackout referenced in this notice is in addition to any other blackout period to which you are otherwise subject,…To view the full exhibit click here
About ABBVIE INC. (NYSE:ABBV)
AbbVie Inc. (AbbVie) is a research-based biopharmaceutical company. The Company develops and markets therapies that address a range of diseases. The Company operates in pharmaceutical products segment. Its products are focused on treating conditions, such as chronic autoimmune diseases, in rheumatology, gastroenterology and dermatology; oncology, including blood cancers; virology, including hepatitis C (HCV) and human immunodeficiency virus (HIV); neurological disorders, such as Parkinson’s disease; metabolic diseases, including thyroid disease and complications associated with cystic fibrosis, as well as other serious health conditions. AbbVie also has a pipeline of new medicines, including over 50 compounds or indications, such as immunology, virology/liver disease, oncology, neurological diseases and women’s health. Its product portfolio includes HUMIRA, IMBRUVICA, HCV products, additional virology products, metabolics/hormones products, endocrinology products and other products.