Item 8.01 Other Events
Supplemental Disclosures to the Proxy Statement
On
The effect of the Second Request is to extend the waiting period imposed by the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act")
until 30 days after Horizon and Amgen have substantially complied with the
Second Request, unless that period is extended voluntarily by the parties or
terminated sooner by the
Both parties intend to promptly respond to the Second Request and to continue to
work cooperatively with the
Completion of the Transaction remains subject to the expiration or termination
of the waiting period under the HSR Act and the satisfaction or waiver of the
other closing conditions specified in the Transaction Agreement, dated
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the Transaction, Horizon filed with the
Any vote in respect of the resolutions to be proposed at the Horizon special
meetings to approve the Transaction, the Scheme or related matters, or other
responses in relation to the Transaction, should be made only on the basis of
the information contained in the Proxy Statement (including the Scheme Document)
and other relevant documents filed or to be filed with the
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The Proxy Statement, as well as Horizon's other public filings with the
PARTICIPANTS IN THE SOLICITATION
Horizon and certain of its directors, executive officers and employees may be
deemed to be participants in the solicitation of proxies from Horizon
shareholders in connection with the Transaction and any other matters to be
voted on at the Horizon special meetings. Information regarding the persons who
may, under the rules of the
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
Transaction. Such forward-looking statements include, but are not limited to,
statements relating to the Transaction and Horizon's and Amgen's expectations
with respect to the Second Request. Horizon's expectations and beliefs regarding
these matters may not materialize. Actual outcomes and results may differ
materially from those contemplated by these forward-looking statements as a
result of uncertainties, risks, and changes in circumstances, including but not
limited to risks and uncertainties related to: the ability of the parties to
consummate the Transaction in a timely manner or at all; the satisfaction (or
waiver) of conditions to the consummation of the Transaction, including with
respect to required regulatory approvals; potential delays in consummating the
Transaction; the occurrence of any event, change or other circumstance or
condition that could give rise to the termination of the Transaction Agreement;
and the outcome of any legal proceedings that have or may be instituted against
the parties or any of their respective directors or officers related to the
Transaction Agreement or the Transaction. Additional risks and uncertainties
that could cause actual outcomes and results to differ materially from those
contemplated by the forward-looking statements are included under the caption
"Risk Factors" and elsewhere in Horizon's most recent filings with the
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RESPONSIBILITY 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 (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.
DEALING DISCLOSURE REQUIREMENTS OF THE IRISH TAKEOVER RULES
Under the provisions of Rule 8.3(b) of the Irish Takeover Rules, if any person
is, or becomes, "interested" (directly or indirectly) in 1% or more of any class
of "relevant securities" of Horizon (including by means of an option in respect
of, or a derivative referenced to, any such "relevant securities"), that person
must publicly disclose all "dealings" in any "relevant securities" of Horizon
during the "offer period," by not later than
If two or more persons co-operate on the basis of any agreement either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of Horizon, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.
A disclosure table, giving details of the companies in whose "relevant
securities" and "dealings" should be disclosed can be found on the
"Interests" in securities arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover Rules, which can be
found on the
ADDITIONAL INFORMATION
Certain capitalised words used in this report and not herein defined have the
meanings given to such words in the Rule 2.7 Announcement dated
The release, publication or distribution of this report in, into, or from,
certain jurisdictions other than
No statement in this report is intended to constitute a profit forecast or a quantified financial benefit statement for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Horizon or Amgen. No statement in this report constitutes an asset valuation.
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