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. Horizon, Amgen and the FTC then submitted a stipulated proposed temporary restraining order to the district court providing that Horizon and Amgen would not close the Acquisition until the earlier of October 31, 2023 or the second business day after the district court rules on the FTC’s request for a preliminary injunction (the “TRO”) and the district court issued an order granting the TRO on June 2, 2023.
On June 22, 2023, the FTC filed a complaint in its administrative court opposing the Acquisition and an amended complaint was filed in the district court adding several states as additional plaintiffs.
On August 30, 2023, Horizon, Amgen, the Bureau of Competition and several state plaintiffs (the “State Plaintiffs”) entered into an Agreement Containing Consent Order (the “Consent Agreement”) which contains a proposed Decision and Order and resolves the FTC administrative case. On September 1, 2023, the FTC announced that it had accepted the Consent Agreement following a vote of the commissioners.
As a result of the Consent Agreement, Horizon and Amgen expect that the parties will jointly file stipulated proposed orders to dissolve the TRO and dismiss the litigation.
In light of the Consent Agreement and the anticipated dissolution of the TRO, Horizon plans to request that the Irish High Court schedule a new sanction hearing for purposes of sanctioning the scheme of arrangement contemplated by the Transaction Agreement. Horizon and Amgen anticipate closing the Acquisition early in the fourth quarter of 2023.
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, including estimated timing of closing the Acquisition. Horizon’s expectations and beliefs