AbbVie (NYSE: ABBV) announced today the per share offer consideration amounts pursuant to its previously announced offer to acquire each outstanding share of common stock of Pharmacyclics, Inc. (“Pharmacyclics”) for a mix of cash and AbbVie common stock, as described in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by AbbVie on March 23, 2015, as amended. Based on the assumption that the exchange offer will expire at 5:00 p.m., New York City time, on May 22, 2015, the mixed consideration will consist of $152.25 in cash and 1.6639 shares of AbbVie common stock and, subject to proration, the all-stock consideration will consist of 3.9879 shares of AbbVie common stock.
This calculation is based on the volume weighted average sale price per share of AbbVie common stock as reported on the New York Stock Exchange for the ten consecutive trading days ending on and including May 20, 2015, calculated in accordance with the Agreement and Plan of Reorganization, dated as of March 4, 2015, among AbbVie, Oxford Amherst Corporation, Oxford Amherst LLC and Pharmacyclics (as amended).
Consummation of the exchange offer remains subject to the satisfaction or waiver of certain conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which is currently scheduled to expire tonight at 11:59 p.m., New York City time, the absence of legal restraints preventing the merger and the valid tender of at least a majority of the Pharmacyclics shares outstanding as of the expiration of the offer. If the exchange offer is extended, AbbVie will recalculate the offer consideration based on the extended expiration date of the offer and will announce the new exchange rate by issuing a press release.