AbbVie 2012 Annual Report Download - page 37

providing AbbVie’s board of directors with more time to assess any acquisition proposal. These
provisions are not intended to make the company immune from takeovers. However, these provisions
apply even if the offer may be considered beneficial by some stockholders and could delay or prevent
an acquisition that AbbVie’s board of directors determines is not in the best interests of AbbVie and
AbbVie’s stockholders. These provisions may also prevent or discourage attempts to remove and
replace incumbent directors.
Several of the agreements that AbbVie has entered into with Abbott require Abbott’s consent to
any assignment by AbbVie of its rights and obligations under the agreements. These agreements will
generally expire within two years of AbbVie’s separation from Abbott, except for certain agreements
that will continue for longer terms and in some cases for the life of the products covered by the
agreements. The consent and termination rights set forth in these agreements might discourage, delay
or prevent a change of control that you may consider favorable. See Item 13, ‘‘Certain Relationships
and Related Transactions, and Director Independence’’ for a more detailed description of these
agreements and provisions.
In addition, an acquisition or further issuance of AbbVie’s stock could trigger the application of
Section 355(e) of the Internal Revenue Code. Under the tax sharing agreement, AbbVie would be
required to indemnify Abbott for the resulting tax, and this indemnity obligation might discourage,
delay or prevent a change of control that you may consider favorable.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains certain forward looking statements regarding business
strategies, market potential, future financial performance and other matters. The words ‘‘believe,’’
‘‘expect,’’ ‘‘anticipate,’’ ‘‘project’’ and similar expressions, among others, generally identify ‘‘forward
looking statements,’’ which speak only as of the date the statements were made. The matters discussed
in these forward looking statements are subject to risks, uncertainties and other factors that could cause
actual results to differ materially from those projected, anticipated or implied in the forward looking
statements. In particular, information included under Item 1, ‘‘Business,’’ Item 1A, ‘‘Risk Factors,’’ and
Item 7, ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’
contain forward looking statements. Where, in any forward looking statement, an expectation or belief
as to future results or events is expressed, such expectation or belief is based on the current plans and
expectations of AbbVie management and expressed in good faith and believed to have a reasonable
basis, but there can be no assurance that the expectation or belief will result or be achieved or
accomplished. Factors that could cause actual results or events to differ materially from those
anticipated include the matters described under Item 1A, ‘‘Risk Factors’’ and Item 7, ‘‘Management’s
Discussion and Analysis of Financial Condition and Results of Operations.’’ AbbVie does not
undertake any obligation to update the forward-looking statements included in this Annual Report on
Form 10-K to reflect events or circumstances after the date hereof, unless AbbVie is required by
applicable securities law to do so.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
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