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
