AbbVie to Acquire Pharmacyclics, including its blockbuster product Imbruvica®, Creating an Industry Leading Hematological Oncology Franchise - Seite 2

"The acquisition of Pharmacyclics is a strategically compelling opportunity.  The addition of Pharmacyclics' talented and innovative team will add enormous value to AbbVie," said Richard A. Gonzalez, chairman and chief executive officer, AbbVie.  "Its flagship product, Imbruvica®, is not only complementary to AbbVie's oncology pipeline, it has demonstrated strong clinical efficacy across a broad range of hematologic malignancies and raised the standard of care for patients."

"Team Pharmacyclics is honored and enthusiastic to join the AbbVie organization.  We share a common purpose.  Together and as one, our focus remains to create a remarkable difference for patient betterment around the world," said Bob Duggan, chairman and chief executive officer, Pharmacyclics.

Transaction Terms
AbbVie will acquire all of the outstanding shares of common stock of Pharmacyclics through a tender offer, followed by a second-step merger.  In the tender offer, AbbVie will offer to acquire all of the outstanding shares of Pharmacyclics' common stock for $261.25 per share, consisting of cash and AbbVie common stock.  Pharmacyclics' stockholders will be permitted to elect cash, AbbVie common stock or a combination, subject to proration.  The aggregate consideration will consist of approximately 58% cash and 42% AbbVie common stock.  The closing of the tender offer is subject to customary closing conditions, including regulatory approvals, and the tender of a majority of outstanding shares of Pharmacyclics' common stock, and is expected to close in mid-2015.

AbbVie will acquire all remaining shares of Pharmacyclics' common stock that are not tendered in the tender offer through a second-step merger, which will be completed immediately following the tender offer and without a vote of Pharmacyclics' stockholders.

AbbVie expects to fund the transaction through a combination of existing cash, new debt and stock. 

Conference Call Details
AbbVie will host a conference call Thursday, March 5, 2015 at 8 am Central time to discuss this transaction.  The call will be webcast through AbbVie's Web site at www.abbvieinvestor.com.

Advisors
Morgan Stanley & Co. LLC acted as financial advisor, and Wachtell, Lipton, Rosen & Katz acted as legal counsel, to AbbVie.  Centerview Partners LLC and J.P. Morgan Securities LLC acted as financial advisors, and Wilson Sonsini Goodrich & Rosati, P.C. acted as legal counsel, to Pharmacyclics.