Disclaimer - Important
THIS SECTION OF THE WEBSITE (THE "MICROSITE") CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER, THE "INFORMATION") PUBLISHED BY HORIZON AND/OR AMGEN RELATING TO THE OFFER IN COMPLIANCE WITH THE IRISH TAKEOVER PANEL ACT 1997, TAKEOVER RULES, 2022 (THE "IRISH TAKEOVER RULES").
ACCESS TO THE MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS OTHER THAN IRELAND AND THE UNITED STATES. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION). SEE THE SECTION OF THIS DISCLAIMER ENTITLED "OVERSEAS JURISDICTIONS".
IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION ON THE MICROSITE, OR VIEWING THE INFORMATION WOULD RESULT IN A BREACH OF ANY LAWS IN YOUR JURISDICTION, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS WEB PAGE.
THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. NO OFFER RELATING TO THE ACQUISITION CAN BE VALIDLY ACCEPTED BY HORIZON SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF THE INFORMATION FROM THE MICROSITE.
Access to the Information
To allow you to view the information relating to the Acquisition, you must read this notice carefully – it applies to all persons who view the Microsite and, depending upon who you are and where you live, it may affect your rights. This notice and the information contained herein may be altered or updated from time to time, and should be read carefully each time you visit this part of the website.
The full terms and conditions of the Offer will be set out in the formal documentation (which may take the form of a scheme circular or offer document) sent to or made available to Horizon shareholders (the "Scheme Document"). In considering the Acquisition, Horizon shareholders should only rely on the information contained, and procedures described, in the Scheme Document and any Proxy Statement (as defined below).
Basis of access
The Information is not intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of or an invitation or the solicitation of an offer to purchase or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the Information or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The Information speaks only at the date of the relevant document or announcement and Amgen and Acquirer Sub have, and accept, no responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation).
If you are in doubt about the contents of the Microsite or the action you should take, you should seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking such advice in Ireland, should be authorised or exempted pursuant to the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017) or the Investment Intermediaries Act 1995 (as amended) or, if you are taking advice elsewhere, is an appropriately authorised independent financial adviser.
The Information contained in the Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Amgen and/or Acquirer Sub.
The transaction agreement entered into between Horizon, Amgen and Acquirer Sub in relation to the Acquisition (the "Transaction Agreement") contains representations and warranties made by and to the parties thereto as of specific dates. The statements embodied in those representations and warranties were made for purposes of the contract between the parties and may be subject to qualifications and limitations agreed by the parties in connection with negotiating the terms of that contract. In addition, certain representations and warranties were made as of a specified date, may be subject to a contractual standard of materiality different from those generally applicable to investors, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts.
Responsibility
In relation to any Information contained in the Microsite, the only responsibility accepted by any of Amgen, Acquirer Sub and the directors of Amgen and Acquirer Sub is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither Amgen, Acquirer Sub or any of their affiliates, nor any of their respective directors or advisers have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any Information contained on any other website which may be linked to the Microsite by a third party.
Overseas Jurisdictions
The release, publication or distribution of the Information in or into jurisdictions other than Ireland and the United States may be restricted by Law and therefore any persons who are subject to the Law of any jurisdiction other than Ireland and the United States should inform themselves about, and observe, any applicable legal or regulatory requirements before viewing the Information. In particular the ability of persons who are not resident in Ireland or the United States, to validly vote their Horizon shares in respect of, or accept any offer relating to, the Acquisition may be affected by the Laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities Laws of any such jurisdiction. To the fullest extent permitted by applicable Law, Horizon and Amgen and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
The Information has been prepared for the purpose of complying with the Laws of Ireland and the Irish Takeover Rules and the Information disclosed may not be the same as that which would have been disclosed if the Information had been prepared in accordance with the Laws of jurisdictions outside of Ireland.
Unless otherwise determined by Amgen or required by the Irish Takeover Rules, and permitted by applicable Law and regulation, the Acquisition will not be made available directly or indirectly, in, into or from any jurisdiction where it would be unlawful to do so (a "Restricted Jurisdiction") and no person may vote in favour of the Acquisition by any use, means or instrumentality or facilities from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the Laws of that jurisdiction.
Copies of the Information and any formal document relating to the Acquisition will not be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the Laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a takeover offer under the Irish Takeover Rules (unless otherwise permitted by applicable Law or regulation), the takeover offer may not be made, directly or indirectly, in or into or by use of the mails or any other means, instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the takeover offer will not be capable of acceptance by any such use, means or instrumentality or facilities from within any Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the Laws of that jurisdiction.
For the purposes of this disclaimer, "Law" means any federal, state, local, foreign or supranational law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, executive order or agency requirement of any Governmental Entity, and "Governmental Entity" means any United States, Irish or other foreign or supranational, federal, state or local governmental commission, board, body, division, ministry, political subdivision, bureau or other regulatory authority or agency, including courts and other judicial bodies, or any competition, antitrust, foreign investment or supervisory body, central bank, public international organization or other governmental, trade or regulatory agency or body, securities exchange or any self-regulatory body or authority, including any instrumentality or entity designed to act for or on behalf of the foregoing, in each case, in any jurisdiction, including, the Irish Takeover Panel, the Irish High Court and the United States Securities and Exchange Commission ("SEC").
If the Acquisition is implemented by way of a scheme under the Irish Takeover Rules, Horizon will file a Proxy Statement (which will include the Scheme Document) with the SEC in connection with the Acquisition that will be made available to Horizon shareholders. BEFORE MAKING ANY VOTING DECISION, HOLDERS OF HORIZON SHARES ARE URGED TO READ THE PROXY STATEMENT (INCLUDING THE SCHEME DOCUMENT) ANY AMENDMENTS OR SUPPLEMENTS THERETO AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE ACQUISITION, INCLUDING ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION, THE PARTIES TO THE SCHEME AND RELATED MATTERS.
Forward-Looking Statements
The Information (including information incorporated by reference) contains certain statements about Horizon and Amgen that are or may be forward-looking statements which include, but are not limited to, statements regarding expected timing, completion and effects of the Acquisition. These forward-looking statements are subject to the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in the Information may be forward-looking statements. Without limitation, forward-looking statements often include words such as "expect," "anticipate," "outlook," "could," "target," "project," "intend," "plan," "believe," "seek," "estimate," "should," "may," "assume" and "continue" as well as variations of such words and similar expressions are intended to identify such forward-looking statements. Horizon's and Amgen's expectations and beliefs regarding these matters may not materialise. 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 Horizon, Amgen and Acquirer Sub to consummate the Acquisition in a timely manner or at all; the satisfaction (or waiver) of conditions to the consummation of the Acquisition, including with respect to the approval of Horizon shareholders and required regulatory approvals; potential delays in consummating the Acquisition; the ability of Horizon and Amgen to timely and successfully achieve the anticipated strategic benefits, synergies or opportunities expected as a result of the Acquisition; the successful integration of Horizon into Amgen subsequent to the completion of the Acquisition and the timing of such integration; the impact of changes in global, political, economic, business, competitive, market and regulatory forces; the impact of health pandemics, including the COVID-19 pandemic, on Horizon's or Amgen's respective businesses; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Transaction Agreement; adverse effects on the market price of Horizon's or Amgen's securities and on Horizon's or Amgen's operating results because of a failure to complete the Acquisition; the effect of the announcement or pendency of the Acquisition on Horizon's or Amgen's business relationships, operating results and business generally; costs related to the Acquisition; and the outcome of any legal proceedings that may be instituted against Horizon, Amgen, Acquirer Sub or any of their respective directors or officers related to the Transaction Agreement or the Acquisition. 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 SEC, including its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, and Amgen's most recent filings with the SEC, including its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with the SEC by Horizon or Amgen from time to time and available at www.sec.gov. These documents can be accessed on Horizon's web page at https://ir.horizontherapeutics.com/financial-information/sec-filings or on Amgen's web page at https://investors.amgen.com/financials/sec-filings.
The forward-looking statements included in any Information are made only as of the date of such Information. Neither Horizon nor Amgen assumes any obligation to, and neither Horizon nor Amgen intends to, update these forward-looking statements, except as required by applicable Law.
No profit forecast / quantified financial benefit statement / asset valuation
No statement in the Information is intended to constitute a profit forecast or 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 Amgen or Horizon. No statement in the Information constitutes an asset valuation.
Confirmation of Understanding and Acceptance of Disclaimer
In order to view the materials in the Microsite, please click on "Confirm" below. By doing so, you give the following confirmations. If you are unable to give these confirmations, please click on "Decline".
- I confirm that I am permitted to proceed to the Microsite and that I am not (nor do I act on behalf of someone who is) resident or located in any Restricted Jurisdiction.
- I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in the Microsite either in whole or in part to any person in any Restricted Jurisdiction.
- I represent and warrant to Amgen that I intend to access the Information for information purposes only, that I have read and understood this notice and the terms and conditions set out above and that I understand that this notice may affect my rights or responsibilities.
- I agree to be bound by the terms of this notice set out above and I confirm that I am permitted to proceed to the Microsite.
Subject to any continuing obligations under applicable law or any relevant regulatory requirements, each of Amgen and Acquirer Sub expressly disclaim any obligation to disseminate, after the date of the posting of any document or announcement on the Microsite, any updates or revisions to any statements in such documents or announcements in relation to the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
