AbbVie to Host Second-Quarter Earnings Conference Call

PR Newswire/Les Echos/ 
AbbVie to Host Second-Quarter Earnings Conference Call 
NORTH CHICAGO, Ill., July 23, 2014 -- 
 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A 
    VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. 
AbbVie (NYSE: ABBV) will announce its second-quarter 2014 financial results on
Friday, July 25, 2014, before the market opens. 
AbbVie will host a live webcast of the earnings conference call at 8 a.m.
Central time (9 a.m. Eastern). It will be accessible through AbbVie's Investor
Relations website at www.abbvieinvestor.com. 
Conference Call dial-in instructions: 
US toll free: 866-617-1526 
UK toll free: 0800-279-9630 
International: 001-210-795-0624 
Passcode: AbbVie 
In accordance with Rule 30.4 of the Takeover Code, a copy of this announcement
will be available on AbbVie's website at
http://www.abbvieinvestor.com/
phoenix.zhtml?c=251551&p=irol-disclaimer-documents. 
About AbbVie 
AbbVie is a global, research-based biopharmaceutical company formed
in 2013 following separation from Abbott Laboratories. The company's mission is
to use its expertise, dedicated people and unique approach to innovation to
develop and market advanced therapies that address some of the world's most
complex and serious diseases. AbbVie employs approximately 25,000 people
worldwide and markets medicines in more than 170 countries. For further
information on the company and its people, portfolio and commitments, please
visit www.abbvie.com. Follow @abbvie on Twitter or view careers on our Facebook
or LinkedIn page. 
Disclosure requirements of the Takeover Code 
Under Rule 8.3(a) of the Takeover
Code, any person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange offeror (being
any offeror other than an offeror in respect of which it has been announced that
its offer is, or is likely to be, solely in cash) must make an Opening Position
Disclosure following the commencement of the offer period and, if later,
following the announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if appropriate, by no
later than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree company or
of a securities exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure. 
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure if
the person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the extent that these
details have previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.
Disclosures are therefore required in the shares of AbbVie and Shire plc. 
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will be
deemed to be a single person for the purpose of Rule 8.3. Opening Position
Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and
by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Takeover Panel's Market Surveillance
Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing Disclosure. 
No Offer or Solicitation 
This release is provided for informational purposes only and does not constitute
an offer to sell, or an invitation to subscribe for, purchase or exchange, any
securities or the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance, exchange or transfer of securities in any
jurisdiction in contravention of applicable law. 
Additional Information and Where to Find it 
In furtherance of a potential combination involving AbbVie, Shire plc and AbbVie
Private Limited ("Holdco"), Holdco intends to file with the SEC a registration
statement on Form S-4 containing a Proxy Statement of AbbVie that will also
constitute a Prospectus of Holdco relating to the Holdco Shares to be issued to
AbbVie stockholders in the combination. In addition, AbbVie, Holdco and Shire
may file additional documents with the SEC. INVESTORS AND SECURITY HOLDERS OF
ABBVIE AND SHIRE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION CAREFULLY AND IN
THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Those
documents, if and when filed, as well as AbbVie's and Holdco's other public
filings with the SEC may be obtained without charge at the SEC's website at
www.sec.gov, at AbbVie's website at www.abbvieinvestor.com. It is expected that
the Holdco shares to be issued to Shire shareholders under a scheme of
arrangement will be issued in reliance upon the exemption from the registration
requirements of the Securities Act of 1933, as amended, provided by Section
3(a)(10) thereof. 
Participants in the Solicitation 
AbbVie, its directors and certain of its executive officers may be considered
participants in the solicitation of proxies in connection with the transactions
contemplated by the Proxy Statement/Prospectus. Information about the directors
and executive officers of AbbVie is set forth in its Annual Report on Form 10-K
for the year ended December 31, 2013, which was filed with the SEC on February
21, 2014, and its proxy statement for its 2014 annual meeting of stockholders,
which was filed with the SEC on March 24, 2014. Other information regarding
potential participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise, will be
contained in the Proxy Statement/Prospectus when it is filed. 
Forward-Looking Statements 
This announcement contains certain forward-looking statements with respect to a
possible combination involving AbbVie and Shire. The words "believe," "expect,"
"anticipate," "project" and similar expressions, among others, generally
identify forward-looking statements. These forward-looking statements are
subject to risks and uncertainties that may cause actual results to differ
materially from those indicated in the forward-looking statements. Such risks
and uncertainties include, but are not limited to, the possibility that a
possible combination will not be pursued, failure to obtain necessary regulatory
approvals or required financing or to satisfy any of the other conditions to the
possible combination, adverse effects on the market price of AbbVie Shares and
on AbbVie's or Shire's operating results because of a failure to complete the
possible combination, failure to realise the expected benefits of the possible
combination, negative effects relating to the announcement of the possible
combination or any further announcements relating to the possible combination or
the consummation of the possible combination on the market price of AbbVie
shares or Shire shares, significant transaction costs and/or unknown
liabilities, general economic and business conditions that affect the combined
companies following the consummation of the possible combination, changes in
global, political, economic, business, competitive, market and regulatory
forces, future exchange and interest rates, changes in tax laws, regulations,
rates and policies, future business combinations or disposals and competitive
developments. These forward-looking statements are based on numerous assumptions
and assessments made in light of AbbVie's or, as the case may be, Shire's
experience and perception of historical trends, current conditions, business
strategies, operating environment, future developments and other factors it
believes appropriate. By their nature, forward-looking statements involve known
and unknown risks and uncertainties because they relate to events and depend on
circumstances that will occur in the future. The factors described in the
context of such forward-looking statements in this announcement could cause
AbbVie's plans with respect to Shire, AbbVie's or Shire's actual results,
performance or achievements, industry results and developments to differ
materially from those expressed in or implied by such forward-looking
statements. Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and persons reading this
announcement are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this announcement.
Additional information about economic, competitive, governmental, technological
and other factors that may affect AbbVie is set forth in Item 1A, "Risk
Factors," in AbbVie's 2013 Annual Report on Form 10-K, which has been filed with
the SEC, the contents of which are not incorporated by reference into, nor do
they form part of, this announcement. Neither AbbVie nor Shire undertakes any
obligation to release publicly any revisions to forward-looking statements as a
result of subsequent events or developments, except as required by law.
 

SOURCE AbbVie 
CONTACT: Media: Adelle Infante, (847) 938-8745; Investors: Liz Shea, (847)
935-2211 
                  
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-0- Jul/23/2014 22:58 GMT
 
 
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