0001144204-16-130931.txt : 20161102 0001144204-16-130931.hdr.sgml : 20161102 20161102064520 ACCESSION NUMBER: 0001144204-16-130931 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161102 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20161102 DATE AS OF CHANGE: 20161102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Allergan plc CENTRAL INDEX KEY: 0001578845 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36867 FILM NUMBER: 161966252 BUSINESS ADDRESS: STREET 1: CLONSHAUGH BUSINESS AND TECHNOLOGY PARK CITY: COOLOCK, DUBLIN STATE: L2 ZIP: D17 E400 BUSINESS PHONE: (216) 523-5000 MAIL ADDRESS: STREET 1: CLONSHAUGH BUSINESS AND TECHNOLOGY PARK CITY: COOLOCK, DUBLIN STATE: L2 ZIP: D17 E400 FORMER COMPANY: FORMER CONFORMED NAME: Actavis plc DATE OF NAME CHANGE: 20130930 FORMER COMPANY: FORMER CONFORMED NAME: Actavis Ltd DATE OF NAME CHANGE: 20130607 8-K 1 v451929_8k.htm FORM 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT 

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 2, 2016

 

 

ALLERGAN PLC

(Exact Name of Registrant as Specified in Charter)

 

 

Ireland   001-36867   98-1114402

(State or Other Jurisdiction

of Incorporation) 

  

(Commission

File Number) 

  

(IRS Employer

Identification No.) 

 

Clonshaugh Business and Technology Park

Coolock, Dublin, D17 E400, Ireland

(Address of Principal Executive Offices)

 

(862) 261-7000

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On November 2, 2016, Allergan plc (the “Company”) announced that its Board of Directors has approved the expansion of the Company’s previously announced $5 billion share repurchase program and the initiation of a regular quarterly cash dividend for shareholders as part of the Company’s capital allocation strategy. The expansion of the Company’s share repurchase program increased the amount authorized by $5 billion to a total of $15 billion in authorization.

 

The information in this report (including the exhibits) is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

  d. Exhibits:

 

99.1   Press Release of Allergan plc entitled “Allergan Announces $10 Billion Accelerated Share Repurchase, Initiation of Cash Dividend in 2017” dated November 2, 2016.

 

 

 

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: November 2, 2016 Allergan plc
   
  By:   /s/ Maria Teresa Hilado
  Name:   Maria Teresa Hilado
  Title:   Chief Financial Officer

 

 

 

 

EXHIBIT INDEX

 

Exhibit
No.		   Description
     
99.1   Press Release of Allergan plc entitled “Allergan Announces $10 Billion Accelerated Share Repurchase, Initiation of Cash Dividend in 2017” dated November 2, 2016.

  

 

 

 

 

 

 EX-99.1 2 v451929_ex99-1.htm EXHIBIT 99.1

Allergan Announces $10 Billion Accelerated Share Repurchase, Initiation of Cash Dividend in 2017



– Board Expands Share Repurchase Authorization to $15 Billion from $10 Billion –

– $5 Billion Share Repurchase Completed Ahead of Schedule –

– $10 Billion to Be Completed under Accelerated Share Repurchase (ASR) –

– Allergan Initiates Quarterly Dividend of $0.70 Per Share Beginning in Q1 2017–

– Company's Expanded Actions to Return Cash to Shareholders Demonstrate Conviction in Our Future –

DUBLIN, Nov. 2, 2016 /PRNewswire/ -- Allergan plc (NYSE: AGN) today announced that it has completed its initial $5 billion in share repurchases under its previously announced share repurchase program, and its Board of Directors has approved the expansion of the share repurchase program and the initiation of a regular quarterly cash dividend for shareholders as part of the Company's capital allocation strategy. This reflects the Company's conviction in its business strategy and strong future cash flow position, allowing for periodic return of cash to shareholders through dividends and a significant share buyback program while maintaining investment grade ratings and continuing investment in stepping stone and accretive acquisitions.

Logo - http://photos.prnewswire.com/prnh/20150612/222796LOGO

Pursuant to the Board authorization, Allergan entered into a variable tenor accelerated share repurchase program (ASR) under which the Company will repurchase $10 billion of its ordinary shares. Approximately $8 billion worth of shares are expected to be received and retired by Allergan during November 2016, based upon Allergan stock price at certain reference points during the month. The remaining shares, if any, under the ASR will be received and retired by the third quarter of 2017, although they could be received earlier if the ASR execution is completed sooner. Up to 50 percent of the ASR Program will be collared, based upon the Allergan stock price over a reference period.

This ASR follows completion of the Company's repurchase of $5 billion in common shares as part of its previously announced share repurchase program. In completing the initial $5 billion in share repurchases, the Company repurchased approximately 21 million shares in the open market at an average share price of $237.59.

The Board of Directors has also authorized the initiation of a quarterly dividend of $0.70 per share with the first payment on March 28, 2017, to shareholders of record at the close of business on February 28, 2017. The Company expects to grow the dividend on an annual basis over time.

"We continue to believe there is no greater investment than Allergan stock, given our powerful growth prospects. This decision underscores our commitment to continuously enhancing value creation for our shareholders. In its decision, the Board is demonstrating its confidence in our growth potential, pipeline, strong balance sheet and cash flows," said Brent Saunders, Chairman, CEO and President of Allergan. "We believe that these bold actions strike the right balance in our desire to return significant capital to our shareholders while maintaining our investment-grade credit ratings and preserving significant firepower to invest for growth."

About Allergan

Allergan plc (NYSE: AGN), headquartered in Dublin, Ireland, is a bold, global pharmaceutical company and a leader in a new industry model – Growth Pharma. Allergan is focused on developing, manufacturing and commercializing branded pharmaceuticals, devices and biologic products for patients around the world.

Allergan markets a portfolio of leading brands and best-in-class products for the central nervous system, eye care, medical aesthetics and dermatology, gastroenterology, women's health, urology and anti-infective therapeutic categories.

Allergan is an industry leader in Open Science, the Company's R&D model, which defines our approach to identifying and developing game-changing ideas and innovation for better patient care. This approach has led to Allergan building one of the broadest development pipelines in the pharmaceutical industry with 70+ mid-to-late stage pipeline programs in development.

Our Company's success is powered by our more than 16,000 global colleagues' commitment to being Bold for Life. Together, we build bridges, power ideas, act fast and drive results for our customers and patients around the world by always doing what is right.

With commercial operations in approximately 100 countries, Allergan is committed to working with physicians, healthcare providers and patients to deliver innovative and meaningful treatments that help people around the world live longer, healthier lives every day.

For more information, visit Allergan's website at www.Allergan.com.

Forward-Looking Statement

Statements contained in this press release that refer to future events or other non-historical facts are forward-looking statements that reflect Allergan's current perspective of existing trends and information as of the date of this release. Except as expressly required by law, Allergan disclaims any intent or obligation to update these forward-looking statements. Actual results may differ materially from Allergan's current expectations depending upon a number of factors affecting Allergan's business. These factors include, among others, the difficulty of predicting the timing or outcome of FDA approvals or actions, if any; the impact of competitive products and pricing; market acceptance of and continued demand for Allergan's products; difficulties or delays in manufacturing; and other risks and uncertainties detailed in Allergan's periodic public filings with the Securities and Exchange Commission, including but not limited to Allergan's Annual Report on Form 10-K for the year ended December 31, 2015. Except as expressly required by law, Allergan disclaims any intent or obligation to update these forward-looking statements.

CONTACTS:

Allergan:
Investors:
Lisa DeFrancesco
(862) 261-7152

Media:
Mark Marmur
(862) 261-7558