AbbVie have announced that it has commenced a modified “Dutch auction” tender offer to purchase for cash up to $7.5 billion of its common stock at a price not less than $99.00 per share and not more than $114.00 per share.
AbbVie stockholders may tender all or a portion of their shares at a price specified by the tendering stockholder within this range. When the tender offer expires, AbbVie will determine the lowest price within the range of prices specified above that allows AbbVie to purchase up to an aggregate of $7.5 billion of its common stock.
To tender AbbVie shares, stockholders must follow the instructions described in the “Offer to Purchase” and the “Letter of Transmittal” that are being filed by AbbVie with the U.S. Securities and Exchange Commission. All shares purchased by AbbVie will be purchased at the same price, in cash and subject to applicable withholding and without interest.
The tender offer and withdrawal rights will expire at midnight Eastern Time, at the end of the day on May 29, 2018, unless extended or terminated by AbbVie. Tenders of shares must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer.
AbbVie’s board of directors has authorised the tender offer. However, none of AbbVie, AbbVie’s board of directors, the dealer manager, the information agent, the depositary or any of their affiliates makes any recommendation to stockholders as to whether to tender or refrain from tendering their shares or as to the price or prices at which stockholders may choose to tender their shares. Stockholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which their shares should be tendered.