Allergan plc entered into a definitive agreement to acquire Soliton, Inc. for approximately $510 million.
On November 7, 2021, AbbVie delivered notice to extend the date by which either party has a right to terminate the merger agreement if the consummation of the merger has not occurred from November 8, 2021 to February 8, 2022. in connection with delivery of the First Extension Notice, AbbVie made a payment to Soliton in the amount of $11,500,000. The transaction is expected to close in the second half of 2021. As of December 14, 2021, the closing of the merger is anticipated to occur on or about December 16, 2021.
Guggenheim Securities, LLC acted as financial advisor and fairness opinion provider to Soliton. Joseph E. Gilligan and Leslie B. Reese of Hogan Lovells US LLP and Charles D. Vaughn and Aileen L. Nagy of Nelson Mullins Riley & Scarborough LLP acted as legal advisors to Soliton. Eric L. Schiele and Maggie D. Flores of Kirkland & Ellis LLP acted as legal advisors to Allergan. Saratoga Proxy Consulting, LLC is acting as the proxy solicitor to Soliton for a fee of approximately $0.04 million. Soliton will pay a fee of $13.7 million to Guggenheim Securities, of which a cash milestone fee of $1 million became payable upon the rendering of Guggenheim Securities' opinion.