Filing pursuant to Rule 425 under the
Securities Act of 1933, as amended
Deemed filed under Rule 14a-6(b) under the
Securities Exchange Act of 1934, as amended
Filer: Actavis plc
Subject Company: Allergan, Inc.
Form S-4 File No. 333-201242
Explanatory Note: The following contains a copy of the third issue of Actavis + Allergan Integration Update. A copy of the issue was attached to the below email sent to Actavis employees.
DATE: | March 5, 2015 | |
TO: | All Actavis and Allergan Employees | |
RE: | Actavis + Allergan Integration Update Issue #3 |
We are pleased to share with you the third issue of the Actavis + Allergan Integration Update. In this issue, we highlight the pre-integration planning progress to date, showcase some feedback and results from our ongoing employee surveys, discuss our intention to adopt Allergan as the corporate name of the combined company, and provide a preview of Day 1 Information Technology/Information Systems services.
Thank you for continued commitment to driving results in our respective businesses and for your enthusiasm for our future combined company. We remain committed to keeping you informed of additional milestones, decisions and next steps as we work to combine Actavis and Allergan.
NOTE: The attached publication is for Internal Use only. It is not for detailing or distribution outside the Company. Translated copies of this publication will be available shortly.
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www.ourwinningway.com |
Firing on All Cylinders, Actavis and Allergan Well Prepared for Combination
The last several weeks have been an exciting time for the people of Actavis and Allergan.
The teams of both companies demonstrated their commitment to serving our customers and meeting their business commitments while simultaneously working to combine our companies in March or April. Actavis and Allergan reported record performance for the Fourth Quarter of 2014, exceeding analyst expectations and further demonstrating the exceptional strength of our performance driven cultures.
We have announced the majority of the proposed senior leadership structures for the key business units in the combined company. Pre-integration planning activities are well on track, and in many cases, functional teams are completing tasks faster than typical integrations. Pre-integration planning teams have hosted spirited workshops that reflect true collaboration and a genuine desire to think beyond legacy practices in building a Growth Pharma company of the future.
In the midst of all the news, announcements and preparations, we have been surveying the organization to gauge and manage employee sentiment about the combination, decisions made to date and our vision for the future. We are encouraged by the results that indicate widespread, continued enthusiasm for the combination of Actavis and Allergan.
As we move toward the close and Day 1, our pre-integration planning teams are finalizing Day 1 readiness plans. We are confident that both organizations are well prepared to begin Day 1 operating as a united company.
We want to thank all employees for your continued commitment to driving results in our respective businesses, for your enthusiasm and optimism for the combined company and for your work to ensure that Actavis and Allergan are ready to form one of the most powerful pharmaceutical companies in the world.
Regards,
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Brent Saunders | David E. I. Pyott | |||||
CEO and President, | Chairman and CEO, | |||||
Actavis | Allergan |
FOR INTERNAL USE ONLY. NOT FOR DETAILING OR DISTRIBUTION OUTSIDE THE COMPANY.
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Actavis and Allergan both recently reported Fourth Quarter performance data for 2014. You can view the results from Actavis by clicking here and the results from Allergan by clicking here. Both companies continued to fire on all cylinders, posting record results while simultaneously managing the extensive pre-integration planning. The results from both companies were greeted enthusiastically by the investment community and media.
Clearly, these achievements demonstrate the strength, focus and commitment of both Actavis and Allergan team members. Congratulations to both teams on a job well done. | |
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Employees are critical to the continued success of Actavis and
Allergan. Beginning
Recent survey results demonstrated that 79% of Actavis employees and 74% of
While were encouraged by these results, the surveys also revealed some employee
Pulse check surveys will continue in the
coming weeks as we seek your opinions on our
FOR INTERNAL USE ONLY. NOT FOR DETAILING OR DISTRIBUTION OUTSIDE THE COMPANY. |
Over the last six weeks, we have been reporting the tremendous progress teams have been making in planning for the combination of Actavis and Allergan.
Since the last issue of Integration Update, we have announced the top-level leadership of nearly all critical business units. Additionally, pre-integration planning teams recently participated in function-specific workshops focused on designing team structure across all layers of the organization. Using a thoughtful, fact-based process and vigorous debate, the workshops enabled the teams to think about how the new combined organization could best be designed to deliver on the vision of Growth Pharma.
Timing of Job Notifications
We understand that employees have questions about their individual roles in the combined company. The HR and the pre-integration planning teams are committed to communicating organizational staffing decisions as quickly as possible. We expect that the majority of US employees will be notified of their employment status within 2-weeks following the close of the transaction. Timing of notifications for employees outside of the US are dependent on local legal and regulatory requirements and may take a bit more time.
Please be assured that as soon as these decisions are finalized and ready to be communicated, they will be shared in a transparent manner and as quickly as possible.
Top level organization designs are the building blocks for the combined company. Over the last several weeks, we have announced the proposed senior leadership teams for the combined International Commercial Business; Global Operations and Global Procurement; International Commercial Country Managers; U.S. Branded Pharma; U.S. Medical Aesthetics; Human Resources; Legal; Finance and Information Technology; and Global Compliance organizations.
These proposed leadership appointments reflect the Companys commitment to leverage the leadership and talent of both Actavis and Allergan. You can review these announcements and the related organizational charts at www.OurWinningWay.com, under Actavis + Allergan and then Updates.
As additional organization design decisions are finalized, we will communicate them as quickly as possible either broadly or through functional leadership.
FOR INTERNAL USE ONLY. NOT FOR DETAILING OR DISTRIBUTION OUTSIDE THE COMPANY.
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One of the biggest pre-integration questions on employees minds
has been What
Under
this proposed plan, Allergan would be the parent company name as well as the
Regardless of the name, we will
operate the new Allergan as one company, led by an
Logo Usage Today, Day 1 and Beyond
While we announced our intention to change our corporate name to Allergan, approval
Combined Company Culture
On Day 1, there will also be no change to the legacy company cultures. Employees
FOR INTERNAL USE ONLY. NOT FOR DETAILING OR DISTRIBUTION OUTSIDE THE COMPANY. |
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Information Technology (IT) and Information Systems (IS) provide critical communication, connectivity and data services for employees in both companies. As we continue to plan for the expected combination of Actavis and Allergan in the coming weeks, we know employees have questions about these critical services. Over the last several weeks, Actavis and Allergan IT and IS teams have been collaborating to develop plans for Day 1 connectivity and to prepare for IT/IS in the combined organization. The team is focused on ensuring open communication channels and access to critical applications on Day 1. For most IT/IS services, it will be business as usual. See below for a preview of Day 1 IT/IS Services. More specifics will be provided on Day 1. |
Email: Employee email addresses will remain the same. Employees from both companies will be able to view/search for employee email addresses as well as view calendars and schedule meetings via Outlook Calendar.
Logins & Passwords: Login procedures and individual passwords for email and applications will remain the same.
Software & Hardware: Employees will continue to use all current hardware and software.
Lync Collaboration: Both companies utilize desktop Instant Messaging via Microsoft Lync. Employees using Lync will be able to chat/collaborate/share screens across both legacy businesses. Lync-based desktop video conferencing will not be available on Day 1.
Telephone and Audio & Web Conferencing: Telephone, audio and web conferencing services will remain the same.
Video Conferencing: Limited video conferencing capabilities will be available between Actavis and Allergan video conference rooms.
Intranets: Access to both company intranets will remain the same.
www.OurWinningWay.com: Will be set as default landing page in all web browsers across both companies. The site provides company news, information and events.
Applications: Cross-organization and individual access to business applications will be provided as determined by business needs.
HR Information Systems: Managers and employees will continue to use current system(s) for all human resources self-service activities.
More information on IT/IS services will be communicated on Day 1. In the meantime, if you have questions or concerns, please contact your IT Service Desk, which will continue to provide support on Day 1.
FOR INTERNAL USE ONLY. NOT FOR DETAILING OR DISTRIBUTION OUTSIDE THE COMPANY.
We continue to move forward in seeking the necessary approvals to formally close the transaction. As discussed in this publication, we remain confident that close should occur sometime late in Q1 or early in Q2 of this year.
Corporate Communications and IMO are working together to draft communications materials announcing the close to employees as well as to key external stakeholders. These materials will be cascaded to employees and functions at the appropriate time. |
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On Day 1, employees can expect to receive information detailing the strengths of the combined company as well as information describing any Day 1 expectations. For most of the organization, Day 1 will be business as usual with relatively little change to legacy practices and procedures. More information will be communicated in the coming weeks. | ||
U.S. Administrative Headquarters | Corporate Headquarters |
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Actavis | Actavis | |||||
Morris Corporate Center III | 1 Grand Canal Square | |||||
400 Interpace Parkway | Docklands, Dublin 2 | |||||
Parsippany, NJ 07054 USA | Ireland | www.Actavis.com | ||||
NYSE:ACT | www.OurWinningWay.com |
FOR INTERNAL USE ONLY. NOT FOR DETAILING OR DISTRIBUTION OUTSIDE THE COMPANY.
FOR INTERNAL USE ONLY. NOT FOR DETAILING OR DISTRIBUTION OUTSIDE THE COMPANY.
FOR INTERNAL USE ONLY. NOT FOR DETAILING OR DISTRIBUTION OUTSIDE THE COMPANY.