Rule 17 (b) Announcement – Horizon Therapeutics plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

DUBLIN, January 23, 2023–(BUSINESS WIRE)–Horizon Therapeutics plc (NASDAQ: HZNP):

RECOMMENDED CASH OFFER

for

HORIZON THERAPEUTICS PLC

by

Pillartree Restricted, a newly shaped non-public restricted firm wholly owned by Amgen Inc.

to be applied by the use of a scheme of association beneath Chapter 1 of Half 9 of the Irish Corporations Act 2014

Announcement regarding despatch of Definitive Proxy Assertion and particulars of Scheme Assembly and EGM

On December 12, 2022, the board of administrators of Horizon Therapeutics plc, a public restricted firm included in Eire (the “Firm” or “Horizon“) and the board of administrators of Amgen Inc., a Delaware company (“Amgen“), introduced that they’d reached settlement on the phrases of a money provide for the Firm by Pillartree Restricted, a newly shaped non-public restricted firm wholly owned by Amgen (“Acquirer Sub“), pursuant to which Acquirer Sub will purchase all the issued and to be issued strange share capital of the Firm (the “Proposed Transaction“). As outlined in that announcement, the Proposed Transaction is to be applied by the use of a scheme of association beneath Chapter 1 of Half 9 of the Irish Corporations Act of 2014 (the “Scheme“).

The Firm broadcasts that earlier in the present day it mailed a proxy assertion to Horizon shareholders, which additionally constitutes a scheme round, regarding the Proposed Transaction (as could also be amended and supplemented, the “Definitive Proxy Assertion“). The Definitive Proxy Assertion units out, amongst different issues, the total phrases and situations of the Proposed Transaction, data required beneath Part 452 of the Irish Corporations Act 2014 and particulars of the actions to be taken by Horizon shareholders in relation to the Scheme.

Moreover, notices convening the scheme assembly of Horizon shareholders to contemplate and vote on the Scheme (the “Scheme Assembly“) and the associated extraordinary normal assembly (the “EGM“) are contained within the Definitive Proxy Assertion. The Scheme Assembly shall be held on February 24, 2023 commencing at 10:30 a.m. (Irish time) and the EGM shall be held on February 24, 2023 commencing at 10:45 a.m. (Irish time), or, if the Scheme Assembly has not concluded by 10:45 a.m. (Irish time), as quickly as attainable after the conclusion or adjournment of the Scheme Assembly. Each the Scheme Assembly and the EGM shall be held at Horizon’s registered workplace at 70 St. Stephen’s Inexperienced, Dublin 2, D02 E2X4, Eire.

Sure capitalised phrases used on this announcement and never herein outlined have the meanings given to such phrases within the announcement issued by Horizon and Amgen on December 12, 2022 pursuant to Rule 2.7 of the Irish Takeover Guidelines.

Enquiries

Horizon
Buyers: Tina Ventura Tel: +1 224 383 3344
Media: Geoff Curtis Tel: +1 224 383 3333

Morgan Stanley (Joint Monetary Advisor to the Firm)
Julie Rozenblyum Tel: +1 212 761 4000
Joe Modisett
Tedd Smith
David Kitterick Tel: +44 20 7425 8000

J.P. Morgan (Joint Monetary Advisor to the Firm)
Dwayne Lysaght Tel: +44 (0) 20 7742 4000
Jeremy Meilman Tel: +1 (212) 270-6000
Ben Carpenter Tel: +1 (212) 270-6000
Steve Frank Tel: +1 (212) 270-6000

Assertion Required by the Irish Takeover Guidelines

The administrators of Horizon settle for duty for the data contained on this announcement. To the perfect of the information and perception of the administrators of Horizon (who’ve taken all cheap care to make sure that such is the case), the data contained on this announcement is in accordance with the info and doesn’t omit something prone to have an effect on the import of such data.

No Supply or Solicitation

This announcement is for data functions solely and isn’t meant to and doesn’t represent, or type a part of, a proposal, invitation or the solicitation of a proposal or invitation to buy, in any other case purchase, subscribe for, promote or in any other case eliminate any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Proposed Transaction or in any other case, nor shall there be any sale, issuance or switch of securities in any jurisdiction in contravention of relevant Legislation.

The Proposed Transaction shall be applied by the use of an Irish Excessive Courtroom-sanctioned scheme of association on the phrases offered for within the Scheme Doc (or, if the Proposed Transaction is applied by the use of a Takeover Supply, the Takeover Supply Doc), which accommodates the total phrases and situations of the Proposed Transaction, together with particulars of how Horizon shareholders might vote in respect of the Proposed Transaction. Any determination in respect of, or different response to, the Proposed Transaction, needs to be made solely on the premise of the data contained within the Definitive Proxy Assertion (which incorporates the Scheme Doc) (or, if the Proposed Transaction is applied by the use of a Takeover Supply, the Takeover Supply Doc) and different related paperwork filed or to be filed with the SEC in reference to the Proposed Transaction, together with any paperwork included therein.

Essential Further Info and The place to Discover It

In reference to the Proposed Transaction, Horizon filed with the SEC the Definitive Proxy Assertion in the present day, January 23, 2023, which incorporates the Scheme Doc. The Definitive Proxy Assertion is being mailed as of the time of such submitting to Horizon shareholders as of the report date of January 19, 2023 established for voting on the Horizon shareholder conferences to approve the Proposed Transaction. BEFORE MAKING ANY VOTING DECISION, HOLDERS OF HORIZON SHARES ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING THE SCHEME DOCUMENT) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, INCLUDING ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION, THE PARTIES TO THE SCHEME AND RELATED MATTERS.

Any vote in respect of the resolutions to be proposed on the Horizon shareholder conferences to approve the Proposed Transaction, the Scheme or associated issues, or different responses in relation to the Proposed Transaction, needs to be made solely on the premise of the data contained within the Definitive Proxy Assertion (together with the Scheme Doc) and different related paperwork filed or to be filed with the SEC in reference to the Proposed Transaction, together with any paperwork included therein.

The Definitive Proxy Assertion, in addition to Horizon’s different public filings with the SEC, could also be obtained with out cost on the SEC’s web site at www.sec.gov and at Horizon’s web site at https://ir.horizontherapeutics.com/financial-information/sec-filings. Horizon shareholders and traders may receive, with out cost, a duplicate of the Definitive Proxy Assertion (together with the Scheme Doc) and different related paperwork (when accessible) by directing a written request to Horizon Therapeutics plc, Attn: Investor Relations, 70 St. Stephen’s Inexperienced, Dublin 2, D02 E2X4, Eire, or by contacting Tina Ventura, Investor Relations, by way of e-mail at [email protected].

Members within the Solicitation

Horizon and sure of its administrators, government officers and staff could also be deemed to be individuals within the solicitation of proxies from Horizon shareholders in reference to the Proposed Transaction and some other issues to be voted on on the Horizon shareholder conferences. Info concerning the individuals who might, beneath the principles of the SEC, be deemed to be individuals within the solicitation of Horizon shareholders, together with an outline of their direct or oblique pursuits, by safety holdings or in any other case, is, or shall be, set forth within the Definitive Proxy Assertion (which accommodates the Scheme Doc) and different related supplies to be filed with the SEC in reference to the Proposed Transaction. Further details about the administrators and government officers of Horizon, together with an outline of their direct or oblique pursuits, by safety holdings or in any other case, is about forth within the Definitive Proxy Assertion on Schedule 14A for its 2022 annual normal assembly of shareholders, dated and filed with the SEC on March 17, 2022. You could receive free copies of those paperwork utilizing the sources indicated above.

Cautionary Assertion Concerning Ahead-looking Statements

This announcement accommodates forward-looking statements inside the which means of the Personal Securities Litigation Reform Act of 1995. These forward-looking statements are sometimes recognized by phrases similar to “anticipate,” “imagine,” “intend,” “estimate,” “count on,” “see,” “proceed,” “might,” “can,” “might,” “will,” “probably,” “rely,” “ought to,” “would,” “plan,” “predict,” “goal,” and related expressions, and should embody references to assumptions and relate to Horizon’s future prospects, developments and enterprise methods, and the Proposed Transaction. Such forward-looking statements embody, however should not restricted to, statements regarding the Proposed Transaction involving Amgen and Horizon, Horizon’s present expectations and estimates concerning the anticipated results and anticipated advantages of the Proposed Transaction, together with Amgen’s skill to additional diversify its industrial portfolio and increase its pipeline to strengthen continued long-term development, Amgen’s broadened world scale to additional maximize the expansion potential of Horizon’s marketed medicines, the mixed corporations’ long-term R&D discovery and improvement efforts, and Amgen’s R&D capabilities to quickly advance the pipeline to seek out extra therapies for sufferers who’re underserved, the date of closing of the Proposed Transaction, together with the events’ skill to fulfill the situations to the consummation of the Proposed Transaction and the opposite situations set forth within the Transaction Settlement, and Horizon’s enterprise actions and techniques. Horizon’s expectations and beliefs concerning these issues might not materialize. Precise outcomes and outcomes might differ materially from these contemplated by these forward-looking statements because of uncertainties, dangers, and modifications in circumstances, together with however not restricted to dangers and uncertainties associated to: the flexibility of the events to consummate the Proposed Transaction in a well timed method or in any respect; the satisfaction (or waiver) of situations to the consummation of the Proposed Transaction, together with with respect to the approval of Horizon shareholders and required regulatory approvals; potential delays in consummating the Proposed Transaction; the flexibility of Horizon to well timed and efficiently obtain the anticipated advantages of the Proposed Transaction; the influence of well being pandemics, together with the COVID-19 pandemic, on the events’ respective companies and the actions the events might soak up response thereto, the prevalence of any occasion, change or different circumstance or situation that would give rise to the termination of the Transaction Settlement; the impact of the announcement or pendency of the Proposed Transaction on Horizon’s enterprise relationships, working outcomes and enterprise typically; prices associated to the Proposed Transaction; and the end result of any authorized proceedings which may be instituted in opposition to the events or any of their respective administrators or officers associated to the Transaction Settlement or the Proposed Transaction. Further dangers and uncertainties that would trigger precise outcomes and outcomes to vary materially from these contemplated by the forward-looking statements are included beneath the caption “Danger Components” and elsewhere in Horizon’s most up-to-date filings with the SEC, together with its Quarterly Report on Type 10-Q for the quarter ended September 30, 2022 and any subsequent reviews on Type 10-Ok, Type 10-Q or Type 8-Ok filed with the SEC now and again and accessible at www.sec.gov. These paperwork will be accessed on Horizon’s web site at https://ir.horizontherapeutics.com/financial-information/sec-filings. The forward-looking statements set out on this announcement are made solely as of the date hereof. Horizon assumes no obligation and doesn’t intend to replace these forward-looking statements, besides as required by regulation.

Dealing Disclosure Necessities

Beneath the provisions of Rule 8.3(a) of the Irish Takeover Guidelines, any one who is ” in 1% or extra of any class of ‘related securities’ of the Firm should make an ‘opening place disclosure’ following the graduation of the ‘provide interval’. An ‘opening place disclosure’ should include the main points contained in Rule 8.6(a) of the Irish Takeover Guidelines, together with, amongst different issues, particulars of the individual’s ‘pursuits’ and ‘quick positions’ in any ‘related securities’ of the Firm. An ‘opening place disclosure’ by an individual to whom Rule 8.3(a) applies have to be made by no later than 3:30 p.m. (E.T.) on the day falling ten ‘enterprise days’ following the graduation of the ‘provide interval’. Related individuals who deal in any ‘related securities’ previous to the deadline for making an ‘opening place disclosure’ should as a substitute make a ‘dealing’ disclosure as described beneath.

Beneath the provisions of Rule 8.3(b) of the Irish Takeover Guidelines, if any individual is, or turns into, ” in 1% or extra of any class of ‘related securities’ of the Firm, that individual should publicly disclose all ‘dealings’ in any ‘related securities’ of the Firm through the ‘provide interval’, by not later than 3:30 p.m. (E.T.) on the ‘enterprise day’ following the date of the related transaction.

If two or extra individuals co-operate on the premise of any settlement both categorical or tacit, both oral or written, to amass an ‘curiosity’ in ‘related securities’ of the Firm or any securities change offeror, they are going to be deemed to be a single individual for the aim of Rule 8.3 of the Irish Takeover Guidelines.

As well as, every of the Firm and any offeror should make an ‘opening place disclosure’ by no later 12:00 midday (E.T.) on the date falling ten ‘enterprise days’ following the graduation of the ‘provide interval’ or the announcement that first identifies a securities change offeror, as relevant, and disclose particulars of any ‘dealings’ by it or any individual ‘performing in live performance’ with it in ‘related securities’ through the ‘provide interval’, by no later than 12:00 midday (E.T.) on the enterprise day following the date of the transaction (see Guidelines 8.1, 8.2 and eight.4 of the Irish Takeover Guidelines).

A disclosure desk, giving particulars of the businesses in whose ‘related securities’ ‘opening place’ and ‘dealings’ needs to be disclosed will be discovered on the Irish Takeover Panel’s web site at www.irishtakeoverpanel.ie.

‘Pursuits’ in securities come up, in abstract, when an individual has lengthy financial publicity, whether or not conditional or absolute, to modifications within the worth of securities. Particularly, an individual shall be handled as having an ‘curiosity’ by advantage of the possession or management of securities, or by advantage of any choice in respect of, or spinoff referenced to, securities.

Phrases in citation marks are outlined within the Irish Takeover Guidelines, which will be discovered on the Irish Takeover Panel’s web site. If you’re in any doubt as as to whether or not you’re required to reveal an ‘opening place’ or ‘dealing’ beneath Rule 8 of the Irish Takeover Guidelines, please seek the advice of the Irish Takeover Panel’s web site at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on phone quantity +353 1 678 9020.

Abroad Jurisdictions

The discharge, publication or distribution of this announcement in or into jurisdictions apart from Eire and america could also be restricted by Legislation and subsequently any individuals who’re topic to the Legislation of any jurisdiction apart from Eire and america ought to inform themselves about, and observe, any relevant authorized or regulatory necessities. Particularly the flexibility of individuals who should not resident in Eire or america, to vote their Horizon shares with respect to the Scheme on the Scheme Assembly, or to nominate one other individual as proxy to vote on the Scheme Assembly on their behalf, could also be affected by the Legal guidelines of the related jurisdictions during which they’re positioned. Any failure to adjust to the relevant authorized or regulatory necessities might represent a violation of the Legal guidelines of any such jurisdiction. To the fullest extent permitted by relevant Legislation, the businesses and individuals concerned within the Proposed Transaction disclaim any duty or legal responsibility for the violation of such restrictions by any individual.

This announcement has been ready for the aim of complying with the Legal guidelines of Eire and the Irish Takeover Guidelines and the data disclosed is probably not the identical as that which might have been disclosed if this announcement had been ready in accordance with the Legal guidelines of jurisdictions exterior of Eire.

Except in any other case decided by Amgen or required by the Irish Takeover Guidelines, and permitted by relevant Legislation and regulation, the Proposed Transaction is not going to be made accessible immediately or not directly, in, into or from any Restricted Jurisdiction and no individual might vote in favour of the Proposed Transaction by any use, means, instrumentality or amenities from inside a Restricted Jurisdiction or some other jurisdiction if to take action would represent a violation of the Legal guidelines of that jurisdiction.

Copies of this announcement and any formal documentation regarding the Proposed Transaction is not going to be and should not be, immediately or not directly, mailed or in any other case forwarded, distributed or despatched in, into or from any Restricted Jurisdiction or any jurisdiction the place to take action would violate the Legal guidelines of that jurisdiction and individuals receiving such paperwork (together with custodians, nominees and trustees) should not mail or in any other case ahead, distribute or ship them in or into or from any Restricted Jurisdiction. Doing so might render invalid any associated purported vote in respect of the Proposed Transaction. If the Proposed Transaction is applied by the use of a Takeover Supply (until in any other case permitted by relevant Legislation or regulation), the Takeover Supply is probably not made, immediately or not directly, in or into or by use of the mails or some other means or instrumentality or amenities (together with, with out limitation, facsimile, e-mail or different digital transmission, telex or phone) of interstate or international commerce of, or any facility of a nationwide, state or different securities change of any Restricted Jurisdiction and the Takeover Supply is not going to be able to acceptance by any such use, means or instrumentality or amenities from inside any Restricted Jurisdiction or some other jurisdiction if to take action would represent a violation of the Legal guidelines of that jurisdiction.

Additional particulars in relation to abroad shareholders is contained within the Definitive Proxy Assertion (which incorporates the Scheme Doc).

Common

A duplicate of this announcement shall be accessible, freed from cost (topic to sure restrictions regarding individuals resident in sure restricted jurisdictions) on the Horizon web site at https://ir.horizontherapeutics.com/information by no later than 12:00 midday (E.T.) on the enterprise day following this announcement and all through the course of the Proposed Transaction. Neither the contents of the Horizon web site nor the contents of some other web site accessible from hyperlinks are included into, or type a part of, this announcement.

View supply model on businesswire.com: https://www.businesswire.com/news/home/20230123005773/en/

Contacts

Buyers: Tina Ventura Tel: +1 224 383 3344
Media: Geoff Curtis Tel: +1 224 383 3333