Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

v3.21.2
Subsequent Events
6 Months Ended
Jun. 30, 2021
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act")

The Merger is subject to the requirements of the HSR Act, as amended, which provides that the Merger may not be completed until the applicable waiting period under the HSR Act is terminated or expires. On June 2, 2021, the Company and AbbVie filed the requisite notification and report forms under the HSR Act with the Antitrust Division of the Department of Justice and the Federal Trade Commission (the “FTC”). Following informal discussions with the staff at the FTC, AbbVie and the Company have agreed to voluntarily provide the FTC with additional time in which to review the Merger. On July 2, 2021, AbbVie, as the acquiring party, voluntarily withdrew its pre-merger notification and report form under the HSR Act. In accordance with the regulations under the HSR Act, AbbVie resubmitted its HSR Act filing on July 7, 2021, commencing a new 30-day waiting period under the HSR Act, which expired at 11:59 p.m. ET on August 6, 2021. Withdrawing and refiling pre-merger notifications is a standard procedure in order to provide additional time for antitrust review of certain transactions. The Company and AbbVie continue to work cooperatively with the FTC staff in their review of the proposed transaction and continue to expect to complete the transaction in the second half of 2021, subject to the satisfaction or permitted waiver of the conditions to closing.

On August 6, 2021, the Company and AbbVie each received a request for additional information and documentary material (the "Second Request") from the FTC in connection with the FTC's review of the transactions contemplated by the Merger Agreement. The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after the Company and AbbVie have certified substantial compliance with the Second Request, unless that period is extended voluntarily by the parties or terminated sooner by the FTC. The Company and AbbVie continue to work cooperatively with the FTC staff in its review of the proposed transaction, and continue to expect to complete the transaction in the second half of 2021, subject to the satisfaction or permitted waiver of the conditions to closing.

Stockholder Meeting to Adopt the Merger Agreement

On July 20, 2021, the Company held a special meeting of its stockholders in Houston, Texas. At this meeting, the stockholders of the Company adopted the Merger Agreement.