Jurisdiction(s):
Ireland

Illinois Appellate Court affirms Section 3(a)(10) exemption for AbbVie–Allergan merger after Irish fairness hearing; COVID travel limits no denial of appearance; FTC dissent immaterial; no remedy

Published on: 23 May 2025

Published by a Law360 reporter

Legal News

Article summary

A three-judge panel of the state appellate court, in an opinion authored by Justice LeRoy K Martin Jr, held that the lower court correctly determined that AbbVie shares issued to Allergan shareholders were exempt from registration, among other determinations.

The ruling records that AbbVie completed its acquisition of Allergan in 2020, with Allergan holders receiving cash and new AbbVie shares in exchange for their former Allergan stock.

When unveiling the deal, AbbVie stated it would rely on section 3(a)(10) of the Securities Act of 1933, a provision that dispenses with registration where securities are swapped for other securities and, after a hearing, a court or governmental body regards the exchange terms as fair.

The required ‘fairness hearing’ was held in May 2020 before the High Court in Dublin, Ireland, and the merger was approved after the court found:

the merger was fair and equitable;
all relevant and interested parties had been duly notified of the hearing;
no party notified Allergan’s counsel of any intention to appear; and
over 99% of Allergan shareholders voted in favour of the acquisition...

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