SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §
240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1*
Teva Pharmaceutical Industries Ltd.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
881624209
(CUSIP Number)
A. Robert D. Bailey, Esq.
Chief Legal Officer and
Corporate Secretary
Allergan plc
Clonshaugh Business
and Technology Park
Coolock
Dublin, D17 E400
Ireland
(862) 261-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 1, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
13D
CUSIP No. 881624209 | Page 2 of 14 Pages |
1 | NAMES OF REPORTING PERSONS
Allergan Holdings B1, Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
AF (See Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
-0- | ||||
8 | SHARED VOTING POWER
70,291,067 (See Items 3, 4 and 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
70,291,067 (See Items 3, 4 and 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,291,067 (See Items 3, 4 and 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% (See Item 5)* | |||||
14 | TYPE OF REPORTING PERSON
CO |
* | The calculation assumes that there are a total of 1,014,990,306 Ordinary Shares outstanding as of December 31, 2016, which is based on public information reported by the Issuer on Form 20-F. |
13D
CUSIP No. 881624209 | Page 3 of 14 Pages |
1 | NAMES OF REPORTING PERSONS
Allergan W.C. Holding Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
AF (See Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
-0- | ||||
8 | SHARED VOTING POWER
30,000,000 (See Items 3, 4 and 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
30,000,000 (See Items 3, 4 and 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000,000 (See Items 3, 4 and 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0% (See Item 5)* | |||||
14 | TYPE OF REPORTING PERSON
CO |
* | The calculation assumes that there are a total of 1,014,990,306 Ordinary Shares outstanding as of December 31, 2016, which is based on public information reported by the Issuer on Form 20-F. |
13D
CUSIP No. 881624209 | Page 4 of 14 Pages |
1 | NAMES OF REPORTING PERSONS
Allergan EquiCo B.V. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO (See Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
-0- | ||||
8 | SHARED VOTING POWER
-0- (See Items 3, 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
-0- (See Items 3, 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (See Item 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (See Item 5)* | |||||
14 | TYPE OF REPORTING PERSON
CO |
* | The calculation assumes that there are a total of 1,014,990,306 Ordinary Shares outstanding as of December 31, 2016, which is based on public information reported by the Issuer on Form 20-F. |
13D
CUSIP No. 881624209 | Page 5 of 14 Pages |
1 | NAMES OF REPORTING PERSONS
Warner Chilcott Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO (See Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
-0- | ||||
8 | SHARED VOTING POWER
100,291,067 (See Items 3, 4 and 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
100,291,067 (See Items 3, 4 and 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,291,067 (See Items 3, 4 and 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9% (See Item 5)* | |||||
14 | TYPE OF REPORTING PERSON
CO/HC |
* | The calculation assumes that there are a total of 1,014,990,306 Ordinary Shares outstanding as of December 31, 2016, which is based on public information reported by the Issuer on Form 20-F. |
13D
CUSIP No. 881624209 | Page 6 of 14 Pages |
1 | NAMES OF REPORTING PERSONS
Allergan WC Holdings Ireland Limited (formerly known as Warner Chilcott plc) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO (See Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
-0- | ||||
8 | SHARED VOTING POWER
100,291,067 (See Items 3, 4 and 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
100,291,067 (See Items 3, 4 and 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,291,067 (See Items 3, 4 and 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9% (See Item 5)* | |||||
14 | TYPE OF REPORTING PERSON
CO/HC |
* | The calculation assumes that there are a total of 1,014,990,306 Ordinary Shares outstanding as of December 31, 2016, which is based on public information reported by the Issuer on Form 20-F. |
13D
CUSIP No. 881624209 | Page 7 of 14 Pages |
1 | NAMES OF REPORTING PERSONS
Allergan plc | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO (See Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
-0- | ||||
8 | SHARED VOTING POWER
100,291,067 (See Items 3, 4 and 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
100,291,067 (See Items 3, 4 and 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,291,067 (See Items 3, 4 and 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9% (See Item 5)* | |||||
14 | TYPE OF REPORTING PERSON
CO/HC |
* | The calculation assumes that there are a total of 1,014,990,306 Ordinary Shares outstanding as of December 31, 2016, which is based on public information reported by the Issuer on Form 20-F. |
This Amendment No. 1 (the Amendment) amends and supplements the Schedule 13D filed by the Reporting Persons (as defined below) on August 8, 2016 (the Original Schedule 13D), with respect to the Ordinary Shares of Teva Pharmaceutical Industries Ltd. (the Issuer), par value NIS 0.10 per share (the Ordinary Shares), a portion of which is represented by American Depositary Shares (ADSs), each representing one Ordinary Share, which are traded on the New York Stock Exchange. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 1. Security and Issuer
This Amendment relates to the Ordinary Shares, a portion of which is represented by ADSs, each representing one Ordinary Share, which are traded on the New York Stock Exchange. The principal offices of the Issuer are located at 5 Basel Street, Petach Tikva 4951033, Israel.
Item 2. Identity and Background
This Amendment amends and restates Item 2 of the Original Schedule 13D in its entirety as follows:
This Schedule 13D is being jointly filed on behalf of Allergan Holdings B1, Inc., a Delaware corporation (Allergan B1), Allergan W.C. Holding Inc., a Delaware corporation (AWCH), Allergan EquiCo B.V., a private company with limited liability incorporated under Dutch law (EquiCo BV), Warner Chilcott Limited, a Bermuda exempt company, Allergan WC Holdings Ireland Limited (formerly known as Warner Chilcott plc) (AWCH Ireland), an Irish private limited company and Allergan plc, an Irish public limited company (Allergan) (each such filer, a Reporting Person and collectively, the Reporting Persons).
Allergan is the indirect parent company of Allergan B1, AWCH and EquiCo BV. Allergan B1, AWCH and EquiCo BV are all wholly-owned indirect subsidiaries of Warner Chilcott Limited. Warner Chicott Limited is a wholly-owned direct subsidiary of AWCH Ireland. AWCH Ireland is a wholly-owned direct subsidiary of Allergan. Because of the relationship of Allergan B1 and AWCH to Warner Chilcott Limited, AWCH Ireland and Allergan, each such Reporting Person may be deemed to beneficially own the Ordinary Shares.
The Allergan groups principal business is developing, manufacturing and commercializing innovative branded pharmaceuticals, devices and biologic products for patients around the world. AWCH Ireland and Warner Chilcott Limited are principally engaged in the business of being intermediate holding companies of Allergan. Allergan B1 is principally engaged in the business of being an intermediate holding company of Allergan, including holding the Ordinary Shares. AWCH is principally engaged in the business of being an intermediate holding company of Allergan, including holding the Ordinary Shares. EquiCo BV is principally engaged in the business of being a subsidiary of Allergan. The principal offices of each Reporting Person are listed on Schedule I hereto.
The name, country of citizenship, residence or business address and present principal occupation or employment of each director and executive officer of each Reporting Person are listed on Schedule I hereto.
During the last five years, none of the Reporting Persons or, to the knowledge of each of the Reporting Persons, any of the persons listed on Schedule I hereto (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
This Amendment amends Item 3 of the Original Schedule 13D by adding the paragraphs set forth below immediately after the first paragraph.
On October 18, 2017, EquiCo BV transferred beneficial ownership of 70,291,067 Ordinary Shares, represented by restricted ADSs, to Allergan B1 and on October 13, 2017, EquiCo BV transferred beneficial ownership of 30,000,000 Ordinary Shares, represented by restricted ADSs, to AWCH, each wholly-owned indirect subsidiaries of Warner Chilcott Limited.
Page 8 of 14 Pages
Item 4. Purpose of Transaction
This Amendment amends Item 4 of the Original Schedule 13D by adding the paragraph set forth below immediately after the second paragraph.
On November 1, the Company announced its intention to begin the process of selling the Ordinary Shares in a prudent and orderly manner. The details of potential transactions are being considered and will be disclosed in subsequent Schedule 13D amendments as appropriate.
Item 5. Interest in Securities of the Issuer
This Amendment amends and restates Item 5 of the Original Schedule 13D as set forth below:
The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Amendment and the information set forth or incorporated in Items 2, 4 and 6 of this Amendment and the Original Schedule 13D is incorporated by reference in its entirety into this Item 5.
(a)(b) The following disclosure assumes that there are a total of 1,014,990,306 Ordinary Shares outstanding as of December 31, 2016, which is based on public information filed by the Issuer.
Pursuant to Rule 13d-3 of the Act, the Reporting Persons may be deemed to beneficially own 1,014,990,306 Ordinary Shares, which constitutes approximately 9.9% of the outstanding Ordinary Shares.
(c) Except as set forth elsewhere in this Schedule 13D, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the Ordinary Shares during the past 60 days.
(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.
(e) EquiCo BV ceased to be a beneficial owner of 5% or more of the Issuers common stock on October 13, 2017.
Item 7. Material to Be Filed as Exhibits
1. | Agreement of Joint Filing, dated November 1, 2017, by and among Allergan plc, Allergan WC Holdings Ireland Limited (formerly known as Warner Chilcott plc), Warner Chilcott Limited, Allergan Holdings B1, Inc., Allergan EquiCo BV and Allergan W.C. Holding Inc. | |
2. | Master Purchase Agreement, dated July 26, 2015, by and between Teva Pharmaceutical Industries Ltd. and Allergan plc. (incorporated by reference to Exhibit 2.1 to Allergan plcs Current Report on Form 8-K filed with the Commission on July 28, 2015). | |
3. | Stockholders Agreement, dated as of August 2, 2016, by and between Teva Pharmaceutical Industries Ltd. and Allergan plc. (incorporated by reference to Exhibit 3 to the Schedule 13D filed with the Commission on August 8, 2016). | |
4. | Authorization and designation letter on behalf of Allergan EquiCo B.V. dated August 3, 2016 (incorporated by reference to Exhibit 4 to the Schedule 13D filed with the Commission on August 8, 2016). |
Page 9 of 14 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 1, 2017
Allergan plc | ||
By: |
/s/ A. Robert D. Bailey | |
Name: A. Robert D. Bailey Title: Chief Legal Officer and Corporate Secretary |
Allergan WC Holdings Ireland Limited | ||
By: |
/s/ A. Robert D. Bailey | |
Name: A. Robert D. Bailey Title: Director |
Warner Chilcott Limited | ||
By: |
/s/ A. Robert D. Bailey | |
Name: A. Robert D. Bailey Title: Secretary |
Allergan Holdings B1, Inc. | ||
By: |
/s/ A. Robert D. Bailey | |
Name: A. Robert D. Bailey Title: Director |
Allergan W.C. Holding Inc. | ||
By: |
/s/ A. Robert D. Bailey | |
Name: A. Robert D. Bailey Title: Director |
Allergan EquiCo BV | ||
By: |
/s/ A. Robert D. Bailey | |
Name: A. Robert D. Bailey (1) Title: Director |
(1) | A. Robert D. Bailey is signing on behalf of Allergan EquiCo B.V. pursuant to an authorization and designation letter dated August 3, 2016, filed as Exhibit 4 to the Schedule 13D filed with the Commission on August 8, 2016 and incorporated by reference herein. |
Page 10 of 14 Pages
Schedule I
Principal executive offices and principal business offices of Allergan plc are located at:
Clonshaugh Business and Technology Park
Coolock
Dublin, D17 E400
Ireland
Its U.S. administrative headquarters are located at:
5 Giralda Farms
Madison, NJ 07940
Registered offices of the following Reporting Persons are located at:
Allergan WC Holdings
Ireland Limited (formerly known as Warner Chilcott plc)
Clonshaugh Business and Technology Park
Coolock
Dublin, D17 E400
Ireland
Warner Chilcott Limited:
Cannons Court 22
Victoria Street
Hamilton, HM 12
Bermuda
Allergan EquiCo B.V.:
Keizerstraat 13
4811 HL Breda
Netherlands
Allergan W.C. Holding Inc.
1209 Orange St,
Wilmington DE 19801
Allergan Holdings B1, Inc.
1209 Orange St,
Wilmington DE 19801
Page 11 of 14 Pages
Officers and Directors of Reporting Persons:
All addresses are c/o Allergan plc, Clonshaugh Business and Technology Park, Coolock, Dublin, D17 E400, Ireland.
Name | Director/Executive Officer |
Principal Occupation/Employer | ||||
Allergan plc | ||||||
Nesli Basgoz, M.D. | Director | Associate Chief and Clinical Director for Clinical Affairs, Division of Infectious Diseases at Massachusetts General Hospital | ||||
Paul M. Bisaro | Director | President and Chief Executive Officer of Impax Laboratories, Inc. | ||||
James H. Bloem | Director | Retired | ||||
Joseph H. Boccuzi | Director | Retired | ||||
Christopher W. Bodine | Director | Retired | ||||
Adriane M. Brown | Director | Senior Advisor, Intellectual Ventures LLC | ||||
Christopher J. Coughlin | Director | Retired | ||||
Catherine M. Klema | Director | President, Nettleton Advisors LLC | ||||
Peter J. McDonnell, M.D. | Director | Director and William Holland Wilmer Professor of the Wilmer Eye Institute, Johns Hopkins University School of Medicine | ||||
Patrick J. OSullivan | Director | Retired | ||||
Brenton L. Saunders | Director, Officer | Chairman, President and Chief Executive Allergan plc | ||||
Ronald R. Taylor | Director | President, Tamarack Bay, LLC | ||||
Fred G. Weiss | Director | Managing Director, FGW Consultancy LLC | ||||
Robert A. Stewart | Officer | Chief Operating Officer | ||||
William Meury | Officer | Chief Commercial Officer | ||||
C. David Nicholson, PhD | Officer | Chief R&D Officer | ||||
Maria Teresa Hilado | Officer | Chief Financial Officer | ||||
A. Robert D. Bailey | Officer | Chief Legal Officer and Corporate Secretary | ||||
Karen Ling | Officer | Chief Human Resources Officer | ||||
James C. DArecca | Officer | Chief Accounting Officer |
Page 12 of 14 Pages
Allergan WC Holdings Ireland Limited (f/k/a Warner Chilcott plc) | ||||||
A. Robert D. Bailey | Director | Executive Vice President, Chief Legal Officer and Corporate Secretary, Allergan plc | ||||
Robert Whiteford | Director | Allergan Holdings Limited, a wholly-owned indirect subsidiary of Allergan plc | ||||
Donnan Hurst | Director | Allergan Pharmaceuticals International Limited, a wholly-owned indirect subsidiary of Allergan plc | ||||
Warner Chilcott Limited | ||||||
Robert Whiteford | Director | Allergan Holdings Limited, a wholly-owned indirect subsidiary of Allergan plc | ||||
Donnan Hurst | Director | Allergan Pharmaceuticals International Limited, a wholly-owned indirect subsidiary of Allergan plc | ||||
Allergan Holdings B1, Inc. | ||||||
A. Robert D. Bailey |
Director |
Executive Vice President, Chief Legal Officer and Corporate Secretary, Allergan plc | ||||
Allergan W.C. Holding Inc. | ||||||
A. Robert D. Bailey | Director | Chief Legal Officer and Corporate Secretary, Allergan plc | ||||
Maria Teresa Hilado | Director | Chief Financial Officer, Allergan plc | ||||
Allergan EquiCo B.V. | ||||||
Maurice Mulders | Managing Director | Aptalis Holding BV, a wholly-owned indirect subsidiary of Allergan plc | ||||
Machiel Moret | Managing Director | Aptalis Holding BV, a wholly-owned indirect subsidiary of Allergan plc |
Citizenship:
Mr. Sullivan, a director at Allergan plc, is a citizen of Ireland. Mr. Whiteford, a director of Allergan WC Holdings Ireland Limited (formerly known as Warner Chilcott plc) and Warner Chilcott Limited, is a citizen of the United Kingdom. Mr. Hurst, a director of Allergan WC Holdings Ireland Limited and Warner Chilcott Limited, is a citizen of Ireland. Messrs. Mulders and Moret, managing directors of Allergan EquiCo B.V., are each citizens of the Netherlands. All other directors and officers are citizens of the United States.
Page 13 of 14 Pages
INDEX TO EXHIBITS
1. | Agreement of Joint Filing, dated November 1, 2017, by and among Allergan plc, Allergan WC Holdings Ireland Limited (formerly known as Warner Chilcott plc), Warner Chilcott Limited, Allergan Holdings B1, Inc. and Allergan W.C. Holding Inc. | |
2. | Master Purchase Agreement, dated July 26, 2015, by and between Teva Pharmaceutical Industries Ltd. and Allergan plc. (incorporated by reference to Exhibit 2.1 to Allergan plcs Current Report on Form 8-K filed with the Commission on July 28, 2015). | |
3. | Stockholders Agreement, dated as of August 2, 2016, by and between Teva Pharmaceutical Industries Ltd. and Allergan plc. (incorporated by reference to Exhibit 3 to the Schedule 13D filed with the Commission on August 8, 2016). | |
4. | Authorization and designation letter on behalf of Allergan EquiCo B.V. dated August 3, 2016 (incorporated by reference to Exhibit 4 to the Schedule 13D filed with the Commission on August 8, 2016). |
Page 14 of 14 Pages