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AbbVie To Buy Allergan In $63 Bln Cash, Stock Deal - Quick Facts

AbbVie Inc. (ABBV) Tuesday said it has signed a definitive transaction agreement to acquire Allergan plc (AGN) in a cash and stock transaction with an equity value of approximately $63 billion.

Under the deal terms, Allergan Shareholders will receive 0.8660 AbbVie Shares and $120.30 in cash for each Allergan Share, for a total consideration of $188.24 per Allergan Share. The total consideration is based on the closing price of AbbVie's common stock of $78.45 on June 24.

The transaction represents a 45 percent premium to the closing price of Allergan's Shares on June 24.

The acquisition is expected to be 10 percent accretive to adjusted earnings per share over the first full year following the deal closure, with peak accretion of greater than 20 percent.

AbbVie anticipates that the deal will provide annual pre-tax synergies and other cost reductions of at least $2 billion in year three.

Further, AbbVie expects to generate significant annual operating cash flow, which will support a debt reduction target of $15 to $18 billion before the end of 2021.

Following the deal closure, AbbVie Shareholders will own approximately 83 percent of the combined company, while Allergan Shareholders will own the remaining 17 percent.

The transaction is subject to conditions, including certain regulatory approvals and approval by Allergan's Shareholders.

The combined companies generated $19 billion in operating cash flow in 2018, and will have 2019 annual combined revenue of approximately $48 billion.

Upon completion of the deal, AbbVie will continue to be incorporated in Delaware as AbbVie Inc., and continue to be led by Richard Gonzalez as chairman and chief executive officer.

Allergan's two board members, including chairman and chief executive officer, Brent Saunders, will join AbbVie's Board.

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