As previously disclosed, on December 11, 2022, Horizon Therapeutics plc (“Horizon”), Amgen Inc. (“Amgen”) and Pillartree Limited, a wholly owned subsidiary of Amgen (“Acquirer Sub”), entered into a Transaction Agreement pursuant to which, among other things, Acquirer Sub will acquire the entire issued ordinary share capital of Horizon (the “Acquisition”) through a court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act 2014.
On May 16, 2023, the U.S. Federal Trade Commission (“FTC”) filed a complaint in the U.S. District Court for the Northern District of Illinois seeking a temporary restraining order and preliminary injunction enjoining the Acquisition. On May 17, 2023, the court granted a stipulated temporary restraining order (the “Initial Stipulated TRO”). Following a case management hearing, on May 24, 2023, the court scheduled an evidentiary hearing on the FTC’s request for a preliminary injunction beginning on September 11, 2023. Based on the court’s schedule, Horizon, Amgen and the FTC then jointly proposed an extension of the Initial Stipulated TRO to the earlier of October 31, 2023 or the second business day after the court rules on the FTC’s request for a preliminary injunction (the “Revised Stipulated TRO”). On June 2, 2023, the court issued an order granting the Revised Stipulated TRO. If the court denies the FTC’s request for a preliminary injunction on or before the October 31, 2023 date set forth in the Revised Stipulated TRO or the litigation is otherwise favorably resolved by that date, Horizon would expect the Acquisition to close by mid-December.
FURTHER INFORMATION
Statement Required by the Irish Takeover Rules
The directors of Horizon accept responsibility for the information contained in this report. To the best of the knowledge and belief of the directors of Horizon (who have taken all reasonable care to ensure that such is the case), the information contained in this report is in accordance with the facts and does not omit anything likely to affect the import of such information.
Cautionary Statement Regarding Forward-looking Statements
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by words such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “see,” “continue,” “could,” “can,” “may,” “will,” “likely,” “depend,” “should,” “would,” “plan,” “predict,” “target,” and similar expressions, and may include references to assumptions and relate to Horizon’s future prospects, developments and business strategies, and the Acquisition. Such forward-looking statements include, but are not limited to, statements relating to the Acquisition, the FTC litigation and Horizon’s and Amgen’s expectations with respect to the timing of future events. Horizon’s expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: whether Horizon and Amgen are successful in or otherwise able to resolve the FTC litigation; the time it takes to resolve the FTC litigation; the ability of the parties to consummate the Acquisition in a timely manner or at all; the possibility that the FTC litigation or any further inquires or actions from the FTC could have the effect of further delaying, imposing restrictions on, or impeding or precluding the completion of the Acquisition; the satisfaction (or waiver) of conditions to the consummation of the Acquisition; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the transaction agreement governing the Acquisition; and the outcome of any additional legal proceedings that have or may be instituted against the parties or any of their respective directors or officers related to the Acquisition. Additional risks and uncertainties that
