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): February 19, 2019 (February 18, 2019)

 

 

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)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

 

 

 

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 18, 2019, the Board of Directors (the “ Board ”) elected Robert J. Hugin as a director of Allergan plc (the “ Company ”), effective immediately. There are currently no arrangements pursuant to which Mr. Hugin was appointed to the Board, and Mr. Hugin will receive compensation in accordance with the Company’s standard arrangements for non-employee directors.

Mr. Hugin previously served as Chief Executive Officer of Celgene Corporation (“ Celgene ”) from June 2010 until March 2016 and as Executive Chairman of the Board of Directors from June 2011 to January 2018. Mr. Hugin joined Celgene in 1999 as Chief Financial Officer. Prior to joining Celgene, Mr. Hugin served as a Managing Director at J.P. Morgan & Co. Inc., which he joined in 1985. Previously, Mr. Hugin served on the boards of Danaher Corporation, The Medicines Company, Coley Pharmaceutical Group and Atlantic Health System as well as Chairman of the Board of The Pharmaceutical Research and Manufacturers of America.

Mr. Hugin holds a Bachelor of Arts degree from Princeton University and an MBA from the Darden School of Business at the University of Virginia. He currently serves on the Board of Trustees of Princeton University.

 

Item 8.01   Other Events.

On February 19, 2019, the Company issued a press release announcing the election of Mr. Hugin to the Board; the Board’s support for a pending shareholder proposal, which will also appear in Allergan’s 2019 Proxy Statement, requiring an independent Board Chair to be phased in during the next leadership transition; and the Board’s ongoing commitment to active Board refreshment, governance best practices and continuous shareholder engagement. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

On February 19, 2019, the Company issued a separate press release from its Board responding to a public letter from one of the Company’s shareholders, Appaloosa LP (“ Appaloosa ”), relating to a shareholder proposal Appaloosa has submitted in connection with the Company’s Annual General Meeting of Shareholders to be held on May 1, 2019. The Board noted that while it appreciates input from its shareholders, it strongly disagrees that an immediate separation of the CEO and Chair positions is warranted. The Board believes that such an immediate separation, in contrast to the shareholder proposal that the Board supports which allows for the separation of the Chair and CEO positions with the next leadership change, would be disruptive to the Company. A copy of the press release is attached to this report as Exhibit 99.2 and incorporated herein by reference.

Shareholders will be able to obtain free copies of the Proxy Statement and any other documents relating to the Annual General Meeting of Shareholders filed with the SEC by Allergan through the website maintained at the SEC at http://www.sec.gov/ or on Allergan’s website at http://www.allergan.com . Shareholders are advised to read the Proxy Statement when it is available because it contains important information.

 

  Item 9.01     Financial Statements and Exhibits.
  d.    

Exhibits:

  99.1     Press Release of Allergan plc entitled “Robert J. Hugin Appointed to Allergan Board of Directors” dated February 19, 2019.
  99.2     Press Release of Allergan plc entitled “Allergan Responds to Public Shareholder Letter” dated February 19, 2019.

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: February 19, 2019

   

Allergan plc

   

By:

 

/s/ A. Robert D. Bailey

     

 

     

A. Robert D. Bailey

     

EVP & Chief Legal Officer and Corporate Secretary

EXHIBIT INDEX

 

Exhibit
No. 		 

Description

99.1   Press Release of Allergan plc entitled “Robert J. Hugin Appointed to Allergan Board of Directors” dated February 19, 2019.
99.2   Press Release of Allergan plc entitled “Allergan Responds to Public Shareholder Letter” dated February 19, 2019.

Exhibit 99.1

 

LOGO

NEWS RELEASE

CONTACTS:        Allergan:

Investors:

Manisha Narasimhan, PhD

(862) 261-7162

Media:

Amy Rose

(862) 289-3072

Robert J. Hugin Appointed to Allergan Board of Directors

– Sixth New Director Since 2017 as Part of Allergan’s Transformation from a Generic to a Branded Biopharmaceutical Company –

– Company to Recommend FOR a Shareholder Proposal to Phase In Independent Board Chair at Next Leadership Transition –

DUBLIN, IRELAND – February  19, 2019 – Allergan plc (NYSE: AGN), a leading global biopharmaceutical company, today announced that Robert J. Hugin has been appointed to Allergan’s Board of Directors, effective immediately. Mr. Hugin was formerly the Chief Executive Officer and Chairman of Celgene Corporation, a global biopharmaceutical company, where he built an outstanding track record of driving growth and medical innovation throughout his 19-year tenure at the company.

“We are pleased to welcome Bob Hugin, a highly-regarded biopharmaceutical and business leader, to our Board of Directors,” said Chris Coughlin, Lead Independent Director of Allergan’s Board. “With his extensive industry leadership and public company board experience, Bob will further strengthen our Board and augment its diverse set of skills and perspectives. Bob becomes the sixth new director we have added to the Board in the past two years as part of our transformation from a generic to a branded biopharmaceutical company.”

“Bob is an industry leader with deep operational, financial and commercial experience that is relevant to Allergan’s business and strategy,” said Brent L. Saunders, Chairman and Chief Executive Officer at Allergan. “He has a strong track record of developing innovative therapies, delivering strong business results and creating shareholder value. I look forward to working with Bob and to Allergan benefitting from his expertise.”

“I am excited to join the Allergan Board and begin working with Brent and the entire Board of Directors to create sustained value for shareholders,” said Bob Hugin. “In Allergan, I see a company with market leading positions in four therapeutic areas, a promising R&D pipeline and a focus on executing its business strategy. I look forward to contributing to the Board’s effective, independent oversight of Allergan’s strategy.”

As Chairman and Chief Executive Officer of Celgene Corporation, Mr. Hugin was instrumental in the strategic growth of the company, overseeing the expansion of Celgene from a U.S.-based biopharmaceutical company to a global company with operations in more than 50 countries. Mr. Hugin is a member of the Board of Trustees of Princeton University, the Board of Trustees at the Darden School of Business at the University of Virginia and is past Chairman of the Board of The Pharmaceutical Research and Manufacturers of America. Mr. Hugin formerly served on the boards of Danaher Corporation, The Medicines Company, Coley Pharmaceutical Group and Atlantic Health System.

In addition, the Allergan Board of Directors today announced its intention to recommend FOR a pending shareholder proposal, which will also appear in Allergan’s 2019 proxy statement, requiring an Independent Board Chair to be phased in during the next leadership transition.

“Today’s announcements reflect our Board’s ongoing commitment to active board refreshment and governance best practices, as well as continuous engagement with our shareholders,” said Mr. Coughlin. “These actions enhance our Board leadership and governance policies, while preserving existing leadership arrangements, achieving a balance that we believe our shareholders will embrace.”

About Allergan plc

Allergan plc (NYSE: AGN), headquartered in Dublin, Ireland, is a bold, global pharmaceutical leader. Allergan is focused on developing, manufacturing and commercializing branded pharmaceutical, device, biologic, surgical and regenerative medicine products for patients around the world.

Allergan markets a portfolio of leading brands and best-in-class products primarily focused on four key therapeutic areas including medical aesthetics, eye care, central nervous system and gastroenterology.

Allergan is an industry leader in Open Science, a model of research and development, which defines our approach to identifying and developing game-changing ideas and innovation for better patient care. With this approach, Allergan has built one of the broadest development pipelines in the pharmaceutical industry.

Allergan’s success is powered by our 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 on existing trends and information as of the date of this release. 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; the impact of uncertainty around timing of generic entry related to key products, including RESTASIS ® , on our financial results; risks associated with divestitures, acquisitions, mergers and joint ventures; risks related to impairments; uncertainty associated with financial projections, projected debt reduction, projected cost reductions, projected synergies, restructurings, increased costs, and adverse tax consequences; 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, 2018. Except as expressly required by law, Allergan disclaims any intent or obligation to update these forward-looking statements.

# # #

Exhibit 99.2

 

LOGO

NEWS RELEASE

CONTACTS:    Allergan:

Investors:

Manisha Narasimhan, PhD

(862) 261-7162

Media:

Amy Rose

(862) 289-3072

Allergan Responds to Public Shareholder Letter

DUBLIN, IRELAND – February  19, 2018 – Allergan plc (NYSE: AGN) today issued the following statement from its Board of Directors in response to a public shareholder letter:

“While we appreciate the input of Appaloosa as we do all of our shareholders, we strongly disagree that an immediate separation of the CEO and Chair positions is warranted. Implementing a leadership change in the manner Appaloosa is recommending would be highly disruptive to the Company and diminish Mr. Saunders’ ability to continue to execute Allergan’s strategy to create a world-class global biopharmaceutical business and develop the Company’s promising pipeline. In contrast, the shareholder proposal that our Board supports minimizes disruption and allows for the separation of the Chair and CEO positions with the next leadership change, as these resolutions typically provide.

Over the past few years, Allergan has been executing a strategic transformation from Watson, a US-based generic drug company, into a global biopharmaceutical leader focused on four key therapeutic areas, where it has strong leadership positions and significant opportunities for growth. In 2018, the company exceeded its financial performance targets, advanced its robust pipeline and executed its disciplined capital allocation plan. Allergan’s long-term growth targets remain intact and the Company is expecting a number of important pipeline milestones in 2019.

Allergan has a high-caliber Board of Directors with six directors who have been added in the last two years including Bob Hugin, former Chairman and CEO of Celgene, who was appointed on February 18. Allergan’s Board of Directors firmly believes that the current combined Chairman and CEO role, together with a strong Lead Independent Director role, our slate of highly qualified independent directors and robust governance policies, provide effective oversight and best position Allergan for long-term success as the Company executes its strategy.”

 

Shareholders will be able to obtain free copies of the Proxy Statement and any other documents relating to the Annual General Meeting of Shareholders filed with the SEC by Allergan through the website maintained at the SEC here or on Allergan’s website . Shareholders are advised to read the Proxy Statement when it is available because it contains important information.

About Allergan plc

Allergan plc (NYSE: AGN), headquartered in Dublin, Ireland, is a bold, global pharmaceutical leader. Allergan is focused on developing, manufacturing and commercializing branded pharmaceutical, device, biologic, surgical and regenerative medicine products for patients around the world.

Allergan markets a portfolio of leading brands and best-in-class products primarily focused on four key therapeutic areas including medical aesthetics, eye care, central nervous system and gastroenterology.

Allergan is an industry leader in Open Science, a model of research and development, which defines our approach to identifying and developing game-changing ideas and innovation for better patient care. With this approach, Allergan has built one of the broadest development pipelines in the pharmaceutical industry.

Allergan’s success is powered by our 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 on existing trends and information as of the date of this release. 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; the impact of uncertainty around timing of generic entry related to key products, including RESTASIS ® , on our financial results; risks associated with divestitures, acquisitions, mergers and joint ventures; risks related to impairments; uncertainty associated with financial projections, projected debt reduction, projected cost reductions, projected synergies, restructurings, increased costs, and adverse tax consequences; 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, 2018. Except as expressly required by law, Allergan disclaims any intent or obligation to update these forward-looking statements.