Recommended Offer for Horizon Therapeutics plc (“Horizon”) by Amgen Inc. (“Parent”) through Pillartree Limited (“Acquirer Sub”) (the “Acquisition”) by means of a scheme of arrangement under Irish law (the “Scheme”). This section of Horizon’s website is designated for the publication of documents and information in connection with the Acquisition.
THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS, COMMUNICATIONS AND INFORMATION (TOGETHER THE “INFORMATION”) RELATING TO THE ACQUISITION IN COMPLIANCE WITH THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE “IRISH TAKEOVER RULES”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN A RESTRICTED JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION, OR VIEWING THE INFORMATION WOULD RESULT IN A BREACH OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS PART OF THE WEBSITE.
BASIS OF ACCESS TO INFORMATION
Please read this notice carefully before clicking “I agree” or “I disagree” below. This notice applies to all persons who view this part of the website and, depending on where you live, it may affect your rights. This notice and the Information may be amended or updated by Horizon from time to time and it should be read carefully in full each time you wish to view this part of the website. In addition, the content of this part of the website, and its accessibility by certain persons, may be amended at any time in whole or in part at the sole discretion of Horizon.
For regulatory reasons we have to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view details relating to the Acquisition, you have to read the following and then press “I agree”. If you are unable to agree, you should press “I disagree” and you will not be able to view any such details.
The Information is not intended to, and does not, constitute or form any part of an offer to purchase, sell, subscribe for or exchange, or the solicitation of an offer to purchase, sell, subscribe for or exchange or an invitation to purchase, sell or subscribe for or exchange any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to the Information or Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law or regulations. Any person who proceeds to access this part of Horizon’s website thereby represents and warrants to Horizon that they are doing so for information purposes only.
The Information speaks only at the date of the relevant document, announcement, communication or information and Horizon has, and accepts, no, and expressly disclaims any, responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation). Horizon does not have, and does not accept, any responsibility or duty to update the Information and reserves the right to add to, remove or amend any Information reproduced on this part of its website at any time.
The full terms and conditions of the Acquisition will be set out in the formal scheme documentation (the “Scheme Document”). In considering the Acquisition, Horizon shareholders should rely only on the information contained and procedures described in the Scheme Document.
The release, publication or distribution of the Information, directly or indirectly, in or into jurisdictions other than Ireland and the United States may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than Ireland and the United States should inform themselves about, and observe, any applicable legal or regulatory requirements.
Nothing on, or which can be downloaded from, this part of the website constitutes, or shall be deemed to constitute or form any part of, an offer to purchase, sell, subscribe for or exchange, or the solicitation of an offer to purchase, sell, subscribe for or exchange or an invitation to purchase, sell, subscribe for or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Information or Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law or regulations.
The Information may not be downloaded or accessed by any person from or in any jurisdiction where it would or may violate the laws of that jurisdiction (a “Restricted Jurisdiction”) and persons receiving the Information (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.
Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of a Restricted Jurisdiction. To the fullest extent permitted by applicable law, Horizon and Parent and persons involved in the Acquisition disclaim any responsibility or liability for the violation of any such restrictions by any person.
This notice has been prepared for the purposes of complying with the laws of Ireland and the Irish Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this notice had been prepared in accordance with the laws of jurisdictions outside of Ireland.
Unless otherwise determined by Parent or required by the Irish Takeover Rules, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality (including, without limitation, telephonically or electronically), facilities or form within any Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
Copies of the Information and any formal documentation relating to the Acquisition will not be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a takeover offer (unless otherwise permitted by applicable Law or regulation), the takeover offer may not be made, directly or indirectly, in, into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the takeover offer will not be capable of acceptance by any such use, means, instrumentality or facilities from within any Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the Laws of that jurisdiction.
Further details in relation to overseas shareholders will be contained in the Proxy Statement (which will include the Scheme Document).
If you are not permitted to view or download the Information on this part of the website, or viewing or downloading the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view or download the Information, please exit this part of the website by clicking on the “I disagree” box below.
By clicking on the “I agree” box below, you certify that you will not forward, transmit, share or show the Information to any person. In particular, you certify that you will not forward, transmit, share or show the Information to any jurisdiction where it would be unlawful to do so. Failure to comply with any such restrictions may constitute a violation of the laws and/or regulations of any such jurisdiction.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This part of the website and the Information contains certain statements about Horizon and Parent that are or may be forward-looking statements which include, but are not limited to, statements regarding expected timing, completion and effects of the Acquisition. These forward-looking statements are subject to the safe harbour provisions under the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this part of the website and the Information may be forward-looking statements. Without limitation, forward-looking statements often include words such as “expect,” “anticipate,” “outlook,” “could,” “target,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “should,” “may,” “assume,” and “continue” as well as variations of such words and similar expressions are intended to identify such forward-looking statements. Horizon's and Parent'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 Acquisition in a timely manner or at all; the satisfaction (or waiver) of conditions to the consummation of the Acquisition, including with respect to the approval of Horizon shareholders and required regulatory approvals; potential delays in consummating the Acquisition; the ability of Horizon and Parent to timely and successfully achieve the anticipated strategic benefits or opportunities expected as a result of the Acquisition; successful integration of Horizon into Parent subsequent to completion of the Acquisition and the timing of such integration; the impact of changes in global, political, economic, business, competitive, market and regulatory forces; the impact of health pandemics, including the COVID-19 pandemic, on Horizon's or Parent's respective businesses; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Transaction Agreement; adverse effects on the market price of Horizon's or Parent's securities and on Horizon's or Parent's operating results because of a failure to complete the Acquisition; the effect of the announcement or pendency of the Acquisition on Horizon’s or Parent's business relationships, operating results and business generally; costs related to the Acquisition; and the outcome of any legal proceedings that may be instituted against Horizon, Parent or Acquirer Sub or any of their respective directors or officers related to the Transaction Agreement or the Acquisition. 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 Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, and Amgen's most recent filings with the SEC, including its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with the SEC by Horizon or Parent from time to time and available at www.sec.gov. These documents can be accessed on Horizon’s web page at https://ir.horizontherapeutics.com/financial-information/sec-filings or on Parent's web page at https://investors.amgen.com/financials/sec-filings.
The forward-looking statements set out in this part of the website and the Information are made only as of the date hereof. Neither Horizon nor Parent assumes any obligation to, and neither Horizon nor Parent intends to, update these forward-looking statements, except as required by applicable law.
PARTICIPANTS IN THE SOLICITATION
Horizon and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from Horizon shareholders in connection with the Acquisition and any other matters to be voted on at Horizon shareholder meetings. Information about the directors and executive officers of Horizon, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Horizon’s definitive Proxy Statement on Schedule 14A for its 2022 annual general meeting of shareholders, dated and filed with the SEC on March 17, 2022. Other information regarding the persons who may, under the rules of the SEC, be deemed to be participants in the solicitation of Horizon shareholders, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement (which will contain the Scheme Document) and other relevant materials to be filed with the SEC in connection with the Acquisition. You may obtain free copies of these documents using the sources indicated above.
Subject to any continuing obligations under applicable law or any relevant regulatory requirements, Horizon expressly disclaims any obligation to disseminate, after the date of the posting of any document or announcement on this part of the website, any updates or revisions to any statements in such documents or announcements in relation to the Acquisition to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
In relation to any materials contained on this part of the website, the only responsibility accepted by any responsible representative of Horizon (the “Responsible Persons”), where applicable, is for the correctness and fairness of their reproduction or presentation unless the responsibility statement in any relevant document expressly provides otherwise.
The Responsible Persons are responsible in the terms set out above solely for the relevant materials contained on this part of the website and not for any other information on the website which you may visit on leaving this part of the website.
None of the Responsible Persons, Horizon or any of its affiliates, its partners, employees, directors, members, officers, agents or advisors have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this part of the website or Horizon’s website by a third party.
NO OFFER OR SOLICITATION
This section of the website and the Information is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
The Acquisition will be implemented by means of an Irish High Court-sanctioned scheme of arrangement on the terms provided for in the Scheme Document (or, if the Acquisition is implemented by way of a takeover offer, the applicable takeover offer document), which will contain the full terms and conditions of the Acquisition, including details of how Horizon shareholders may vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a takeover offer, the applicable takeover offer document).
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In connection with the Acquisition, Horizon will file with the SEC a Proxy Statement (which will include the Scheme Document). The Proxy Statement will be mailed to Horizon shareholders as of the record date to be established for voting at the Horizon shareholder meetings to approve the Acquisition. BEFORE MAKING ANY VOTING DECISION, HOLDERS OF HORIZON SHARES ARE URGED TO READ THE PROXY STATEMENT (INCLUDING THE SCHEME DOCUMENT) ANY AMENDMENTS OR SUPPLEMENTS THERETO AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE ACQUISITION, INCLUDING ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION, THE PARTIES TO THE SCHEME AND RELATED MATTERS.
Any vote in respect of the resolutions to be proposed at Horizon shareholder meetings to approve the Acquisition, the Scheme or related matters, or other responses in relation to the Acquisition, should be made only on the basis of the information contained in the Proxy Statement (including the Scheme Document).
The Proxy Statement, if and when filed, as well as Horizon’s other public filings with the SEC, may be obtained without charge at the SEC’s website at www.sec.gov and at Horizon’s website at https://ir.horizontherapeutics.com/financial-information/sec-filings. Horizon shareholders and investors will also be able to obtain, without charge, a copy of the Proxy Statement (including the Scheme Document) and other relevant documents (when available) by directing a written request to Horizon Therapeutics plc, Attn: Investor Relations, 70 St. Stephen’s Green, Dublin 2, D02 E2X4, Ireland, or by contacting Tina Ventura, Investor Relations, by email to email@example.com.
CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF THIS NOTICE
Horizon shareholders should seek advice from an appropriately authorised independent financial advisor as to the suitability of any action concerned. Any action required by a shareholder in connection with the Acquisition will only be set out in documents sent to or made available to Horizon shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
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