AbbVie Statement on Preliminary Dutch Auction Tender Offer Results
AbbVie apologizes for any confusion regarding the recently published preliminary results of our Dutch Auction Tender Offer. On May 30, 2018, Computershare Trust Company, the depositary for the tender offer, provided inaccurate preliminary results regarding the number of validly tendered shares, which impacted the calculation of both the preliminary purchase price and proration factor for the tender offer. These results were disclosed in AbbVie’s initial preliminary press release at 8am EST. After the press release was issued, Computershare notified AbbVie of this error. The error occurred due to a failure by Computershare to properly account for all validly tendered shares that had been received the prior evening by electronic mail. Upon receipt from Computershare of verified numbers, AbbVie immediately issued revised preliminary results in a subsequent press release on May 30, 2018 at 4:46pm EST.
As noted in the press releases, both the initial and updated preliminary numbers were provided subject to final verification. Final results of the tender offer will be available on or about June 4, 2018.
Some statements in this news release are, or may be considered, forward-looking statements within the meaning of applicable federal securities law. The words "believe," "expect," "will," "anticipate," "project" and similar expressions, among others, generally identify forward-looking statements. AbbVie cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the ability to complete the tender offer, challenges to intellectual property, competition from other products, difficulties inherent in the research and development process, adverse litigation or government action, and changes to laws and regulations applicable to our industry. Additional information about the economic, competitive, governmental, technological and other factors that may affect AbbVie's operations is set forth in Item 1A, "Risk Factors," of AbbVie's 2017 Annual Report on Form 10-K, which has been filed with the SEC. AbbVie undertakes no obligation to release publicly any revisions to forward-looking statements as a result of subsequent events or developments, except as required by law.