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SEC Filings

SC TO-T/A
ALLERGAN PLC filed this Form SC TO-T/A on 10/25/2016
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The acquisition also adds Vitae’s Contour® structure-based drug design platform aimed at discovering product candidates for validated therapeutic targets where biopharmaceutical research and development has traditionally struggled to develop drugs due to challenges related to potency, selectivity and pharmacokinetics.

About the Vitae Tender Offer

The cash tender offer for all of the outstanding shares of Vitae common stock expired as scheduled at the end of the day midnight (EDT), on October 24, 2016 (one minute after 11:59 P.M. (EDT) on October 24, 2016). Excluding Vitae shares tendered by notice of guaranteed delivery, a total of 26,235,210 shares of Vitae common stock, representing approximately 90.3% of Vitae’s outstanding shares, were validly tendered into and not validly withdrawn from the tender offer, according to the depositary for the tender offer. As a result, Allergan and its subsidiary have accepted for payment and will promptly pay for all shares that were validly tendered and not validly withdrawn.

Allergan intends to complete the acquisition later today through the merger of its subsidiary with and into Vitae without a vote of Vitae’s other stockholders, pursuant to Section 251(h) of the Delaware General Corporation Law (the “DGCL”). When the merger is completed, Vitae will become an indirect, wholly owned subsidiary of Allergan. In connection with the merger, all remaining eligible Vitae shares not validly tendered into the tender offer will be cancelled and converted into the right to receive $21.00 per share in cash, the same consideration per share offered in the tender offer. Eligible Vitae shares exclude shares held as Vitae treasury stock, held by Allergan or its subsidiaries or held by any stockholder of Vitae who exercised appraisal rights under Section 262 of the DGCL. Following the acquisition, Vitae shares will cease to be traded on NASDAQ.

Additional information about Vitae, VTP-43742 and VTP-38543, as well as the unmet medical need in the treatment of psoriasis and atopic dermatitis, is available as a slide presentation on the Allergan web site at http://ir.allergan.com.

About Psoriasis

Psoriasis, which affects approximately 7.5 million people in the U.S., is a chronic autoimmune disorder affecting the skin. It causes cells to rapidly multiply and build up on the skin’s surface, resulting in red scaly patches that are often itchy and painful. Increased activity of a class of lymphocytes called Th17 cells, and the subsequent excess production of pro-inflammatory cytokines, including IL-17A and IL-17F, by those cells are critical parts of the pathophysiology of psoriasis. RORyt is a nuclear hormone receptor that is essential for the formation and function of Th17 cells.