• Adds Imbruvica® a first in class BTK inhibitor approved in multiple indications for blood cancers.
• Extensive clinical program with over 50 studies ongoing evaluating Imbruvica® as a treatment for a wide range of additional indications, including early assessments for solid tumors and potential treatment of Graft v Host disease.
• Broadens and deepens AbbVie's already robust pipeline, and establishes the combined company as an emerging leader in the hematological oncology space.
• Accelerates the company's commercial presence in oncology.
• Transaction valued at $261.25 per Pharmacyclics' share, total transaction value of approximately $21 billion
• Highly accretive to both revenue and earnings by 2017.

North Chicago, IL and Sunnyvale, CA (Press Release) – AbbVie (NYSE:ABBV) and Pharmacyclics (NASDAQ:PCYC) today announced a definitive agree­ment under which AbbVie will acquire Pharmacyclics, and its flagship asset Imbruvica® (ibrutinib), a highly effective treat­ment for hema­to­logic malig­nan­cies. The acquisition accelerates AbbVie's clin­i­cal and commercial presence in on­col­ogy, strengthening its already robust pipe­line, and estab­lish­ing its strong leadership position in hema­to­logical on­col­ogy – an attractive and rapidly growing market, now ap­proach­ing $24 billion globally. The acquisition adds to AbbVie's already com­pre­hen­sive pipe­line and strong growth prospects.

Under the terms of the trans­­action, AbbVie will pay $261.25 per share com­prised of a mix of cash and AbbVie equity. The trans­­action values Pharmacyclics at approx­i­mately $21 billion and was approved by the Boards of Directors of both com­pa­nies.

Imbruvica® is a Bruton's tyrosine kinase (BTK) inhibitor approved for use in four indi­ca­tions to treat three dif­fer­en­t types of blood cancers in­­clud­ing chronic lym­pho­cytic leukemia, mantle cell lym­phoma and Waldenstrom's macroglobulinemia. Imbruvica® received initial U.S. Food and Drug Admin­istra­tion (FDA) approval in 2013 and is the only ther­apy to have received three Break­through Therapy desig­na­tions by the FDA. It is cur­rently approved in more than 40 countries. Significant oppor­tu­ni­ty exists with further Imbruvica® indi­ca­tions, in­­clud­ing solid tumors, the poten­tial to leverage AbbVie's immunology expertise for the devel­op­ment of Pharmacyclics' immunology pro­gram, and ad­vance AbbVie's efforts in hema­to­logic malig­nan­cies.

"The acquisition of Pharmacyclics is a strategically compelling oppor­tu­ni­ty. The addi­tion of Pharmacyclics' talented and inno­va­tive team will add enormous value to AbbVie," said Richard A. Gonzalez, chairman and chief exec­u­tive officer, AbbVie. "Its flagship prod­uct, Imbruvica®, is not only com­ple­men­tary to AbbVie's on­col­ogy pipe­line, it has dem­onstrated strong clin­i­cal efficacy across a broad range of hema­to­logic malig­nan­cies and raised the standard of care for patients."

"Team Pharmacyclics is honored and enthusiastic to join the AbbVie organization. We share a common pur­pose. Together and as one, our focus remains to create a remarkable dif­fer­ence for patient betterment around the world," said Bob Duggan, chairman and chief exec­u­tive officer, Pharmacyclics.

Transaction Terms

AbbVie will acquire all of the outstanding shares of common stock of Pharmacyclics through a tender offer, followed by a second-step merger. In the tender offer, AbbVie will offer to acquire all of the outstanding shares of Pharmacyclics' common stock for $261.25 per share, consisting of cash and AbbVie common stock. Pharmacyclics' stockholders will be permitted to elect cash, AbbVie common stock or a com­bi­na­tion, subject to proration. The aggregate con­sid­er­a­tion will consist of approx­i­mately 58% cash and 42% AbbVie common stock. The closing of the tender offer is subject to customary closing con­di­tions, in­­clud­ing regu­la­tory approvals, and the tender of a majority of outstanding shares of Pharmacyclics' common stock, and is ex­pec­ted to close in mid-2015.

AbbVie will acquire all remaining shares of Pharmacyclics' common stock that are not tendered in the tender offer through a second-step merger, which will be com­pleted im­medi­ately fol­low­ing the tender offer and without a vote of Pharmacyclics' stockholders.

AbbVie ex­pec­ts to fund the trans­­action through a com­bi­na­tion of existing cash, new debt and stock.

Conference Call Details

AbbVie will host a conference call Thursday, March 5, 2015 at 8 am Central time to discuss this trans­­action. The call will be webcast through AbbVie's Web site at www.abbvieinvestor.com.

Advisors

Morgan Stanley & Co. LLC acted as financial advisor, and Wachtell, Lipton, Rosen & Katz acted as legal counsel, to AbbVie. Centerview Partners LLC and J.P. Morgan Securities LLC acted as financial advisors, and Wilson Sonsini Goodrich & Rosati, P.C. acted as legal counsel, to Pharmacyclics.

About AbbVie

AbbVie is a global, research-based bio­pharma­ceu­tical com­pany formed in 2013 fol­low­ing separation from Abbott Laboratories. The com­pany's mission is to use its expertise, dedicated people and unique ap­proach to inno­va­t to develop and market ad­vanced ther­a­pies that address some of the world's most complex and serious diseases. AbbVie employs more than 26,000 people world­wide and markets medicines in more than 170 countries. For further in­­for­ma­tion on the com­pany and its people, portfolio and commitments, please visit www.abbvie.com. Follow @abbvie on Twitter or view careers on our Facebook or LinkedIn page.

About Pharmacyclics

Pharmacyclics, Inc. (NASDAQ: PCYC) is a bio­pharma­ceu­tical com­pany focused on devel­op­ing and com­mer­cial­iz­ing inno­va­tive small-molecule drugs for the treat­ment of cancer and immune mediated diseases. The com­pany's mission is to build a viable bio­pharma­ceu­tical com­pany that designs, develops and com­mer­cial­izes novel ther­a­pies intended to im­prove quality of life, in­­crease duration of life and resolve serious unmet medical needs. It will do so by identifying and controlling promising prod­uct can­di­dates based on scientific devel­op­ment and administrative expertise, devel­op­ing its prod­ucts in a rapid, cost-efficient manner and, pursuing com­mer­cial­iza­tion and/or devel­op­ment partners when and where appro­pri­ate.

Pharmacyclics markets IMBRUVICA and has three prod­uct can­di­dates in clin­i­cal devel­op­ment and several pre­clin­i­cal molecules in lead optimization. The com­pany is committed to high standards of ethics, scientific rigor and operational efficiency as it moves each of these pro­grams to com­mer­cial­iza­tion. Pharmacyclics is headquartered in Sunnyvale, CA. To learn more, please visit www.pharmacyclics.com.

Forward-Looking Statements

Some state­ments in this news release may be forward-looking state­ments for pur­poses of the Private Securities Litigation Reform Act of 1995. The words "believe," "expect," "antic­i­pate," "project" and similar ex­pres­sions, among others, generally identify forward-looking state­ments. AbbVie cautions that these forward-looking state­ments are subject to risks and un­cer­tain­ties that may cause actual results to differ ma­teri­ally from those indicated in the forward-looking state­ments. Such risks and un­cer­tain­ties in­clude, but are not limited to, the likelihood that the trans­­action is consummated, the ex­pec­ted benefits of the trans­­action, chal­lenges to intellectual property, com­pe­ti­tion from other prod­ucts, dif­fi­culties in­her­ent in the research and devel­op­ment process, adverse litigation or gov­ern­ment action, and changes to laws and reg­u­la­tions appli­­cable to our industry. Additional in­­for­ma­tion about the economic, competitive, gov­ern­mental, technological and other factors that may affect AbbVie's operations is set forth in Item 1A, "Risk Factors," in AbbVie's 2014 Annual Report on Form 10-K, which has been filed with the Securities and Exchange Com­mis­sion. AbbVie under­takes no obli­ga­tion to release publicly any revisions to forward-looking state­ments as a result of sub­se­quent events or devel­op­ments, except as required by law.

Additional Information and Where to Find It

The tender offer referenced in this press release has not yet commenced. This announcement is for in­­for­ma­tional pur­poses only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for the tender offer ma­teri­als that AbbVie Inc. ("AbbVie") and its acquisition sub­sid­i­ary will file with the U.S. Securities and Exchange Com­mis­sion ("SEC"). At the time the tender offer is commenced, AbbVie and its acquisition sub­sid­i­ary will file a tender offer state­ment on Schedule TO, AbbVie will file a registration state­ment on Form S-4, and Pharmacyclics will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO EXCHANGE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. PHARMACYCLICS STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF PHARMACYCLICS SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR SECURITIES. The Offer to Exchange, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made avail­able to all holders of Pharmacyclics' stock at no expense to them. The tender offer ma­teri­als and the Solicitation/Recommendation Statement will be made avail­able for free at the SEC's website at www.sec.gov. Additional copies may be obtained for free by contacting AbbVie or Pharmacyclics.

In addi­tion to the Offer to Exchange, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, AbbVie files annual, quarterly and current reports and other in­­for­ma­tion with the SEC. You may read and copy any reports or other in­­for­ma­tion filed by AbbVie at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further in­­for­ma­tion on the public reference room. AbbVie's filings with the SEC are also avail­able to the public from commercial document-retrieval services and at the website main­tained by the SEC at http://www.sec.gov.

Source: AbbVie.