As set out in the definitive proxy statement filed by the Company with the
Assuming that a copy of the Order is processed and made available to Horizon by no later than the morning of
Certain capitalised words used in this announcement and not herein defined have the meanings given to such words in the Scheme set forth in Part 3 of the Proxy Statement.
Statement Required by the Irish Takeover Rules
The directors of Horizon accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Horizon (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Cautionary Statement Regarding Forward-looking Statements
This announcement 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 the Proposed Transaction. Such forward-looking statements include, but are not limited to, statements relating to Horizon's and Amgen's expectations with respect to the timing of the closing of the Proposed Transaction. 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 Proposed Transaction in a timely manner or at all; the satisfaction of the remaining condition to the consummation of the Proposed Transaction; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Transaction Agreement or failure of any closing condition to be satisfied 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 Proposed 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
Dealing Disclosure Requirements
Under the provisions of Rule 8.3(b) of the Irish Takeover Panel Act, 1997, Takeover Rules, 2022 (the 'Irish Takeover Rules'), if any person is, or becomes, 'interested' in 1% or more of any class of 'relevant securities' of the Company, that person must publicly disclose all 'dealings' in any 'relevant securities' of the Company 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 the Company or any securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.
'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
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