AbbVie Inc. ABBV

election_required = True...will I be subject to proration? If you own, beneficially or of record, fewer than an aggregate of 100 shares, you properly tender all of such shares at or below the Purchase Price prior to the Expiration Date (and do not properly withdraw such shares) and you complete the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the tender offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration. See Section 1. Can I change my mind after I have tendered shares in the tender offer, but before the Expiration Date? Yes. You may withdraw any...

expiry = 2018-05-29...e for Cash Up to $7,500,000,000 of its Common Stock At a Purchase Price Not Less Than $99.00 Per Share and Not More Than $114.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON MAY 29, 2018, UNLESS THE TENDER OFFER IS EXTENDED OR WITHDRAWN. AbbVie Inc., a Delaware corporation ("AbbVie," the "Company," "we," "us," or "our"), hereby offers to purchase for cash up to $7,500,000,000 of shares of its issued and outstanding common...

listed = True...ndering stockholders. See Section 5. THE TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS, INCLUDING AN AVAILABLE CASH CONDITION. SEE SECTION 7. Our shares are listed and traded on the New York Stock Exchange ("NYSE") and the Chicago Stock Exchange ("CHX") under the trading symbol "ABBV." On April 30, 2018, the last trading day prior to the commencement by the Company of the tender offer, the last reported sale price of the shares on the NYSE was $96.55 per share. You are urged to obtain current market quotations for the shares. See Section 8. Neith...

mechanism = DUTCH...r to Purchase where you will find a more complete discussion. Who is offering to purchase my shares? We (AbbVie Inc.) are offering to purchase your shares. See Section 1. What will be the Purchase Price for the shares? We are conducting an offer by means of a modified "Dutch auction." We are offering to purchase up to $7,500,000,000 of shares, upon the terms and subject to the conditions of the tender offer, at a Purchase Price (to be determined as provided herein) of not less than $99.00 per share and not more than $114.00 per share, less any applicable withholding taxes and without interest, for each share we purc...

must_tender_all = True...t the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase shares: • first, from all stockholders of "odd lots" (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis from all other stockholders who properly tender shares at or below the Purchase Price and do not properly withdraw them before the expiration of...

no_priority = True...LDERS (AS DEFINED IN SECTION 13) MAY BE SUBJECT TO U.S. FEDERAL WITHHOLDING TAX AT A RATE OF 30% ON THE GROSS PROCEEDS PAID PURSUANT TO THE TENDER OFFER. SEE SECTION 3 AND SECTION 13. 25 6. Conditional Tender of Shares. Subject to the exception for holders of odd lots, in the event of an oversubscription of the tender offer, shares tendered prior to the Expiration Date will be subject to proration. See Section 1. As discussed in Section 13, the number of shares to be purchased from a particular stockholder may affect the U.S. federal income tax treatment of the purchase to the stockholder and the stockholder's decision whether to tender. Accordingly, a stockholder may tender shares subject to the condition that a specified minimum...

no_priority = True...before the Expiration Date, the shares purchased first will consist of all shares tendered by any stockholder who owns, beneficially or of record, an aggregate of fewer than 100 shares and who tenders all of such shares. Even if you otherwise qualify for the “odd lot” preferential treatment, you will not receive such preferential treatment unless you complete the box captioned “Odd Lots” in this Letter of Transmittal. 5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. (a) Exact Signatures. If this Letter of Transmittal is signed by the holder(s) of the shares tendered hereby, the signature(s) must correspond with the name(s) as written on the...

price = USD 99.0-114.0...these links to rapidly review the document TABLE OF CONTENTS Exhibit (a)(1)(i) ABBVIE INC. Offer to Purchase for Cash Up to $7,500,000,000 of its Common Stock At a Purchase Price Not Less Than $99.00 Per Share and Not More Than $114.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON MAY 29, 2018, UNLESS THE TENDER OFFER IS EXTENDED OR WITHDRAWN. AbbVie Inc.,...

price = USD 99.0-114.0...-U.S. EMPLOYEES To Tender Shares of Common Stock Pursuant to the Offer to Purchase Dated May 1, 2018 by ABBVIE INC. of Up to $7,500,000,000 of its Common Stock At a Purchase Price Not Less Than $99.00 Per Share and Not More Than $114.00 Per Share TO TENDER SHARES, YOU MUST DELIVER TO BROADRIDGE A PROPERLY COMPLETED, SIGNED LETTER OF TRANSMITTAL BY 1:00 P.M. NEW YORK CITY TIME ON MAY 23, 2018, UNLESS THE TENDER OFFER IS EXTENDED OR WITHDRAWN. Mail or de...

priority_conflicting = True...d shares having an aggregate purchase price in excess of $7,500,000,000, measured at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase shares: • first, from all stockholders of "odd lots" (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis from all other stockholders who properly tender shares at or below the Purchase Price and do not...

threshold = 100...hase price in excess of $7,500,000,000, measured at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase shares: • first, from all stockholders of "odd lots" (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis from all other stockholders who properly tender shares at or below the Purchase Price and do not properl...

threshold = 100...MPANYING INSTRUCTIONS CAREFULLY ODD LOTS (See Instruction 4) To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned: o is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered. CONDITIONAL TENDER (See Instruction 9) A tendering stockholder may condition his, her or its tender of shares upon the Company purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares that you indica...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 a2235531zex-99_a1i.htm EX-99.(A)(1)(I) Use these links to rapidly review the document TABLE OF CONTENTS Exhibit (a)(1)(i) ABBVIE INC. Offer to Purchase for Cash Up to $7,500,000,000 of its Common Stock At a Purchase Price Not Less Than $99.00 Per Share and Not More Than $114.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON MAY 29, 2018, UNLESS THE TENDER OFFER IS EXTENDED OR WITHDRAWN. AbbVie...

txn_type = TENDER_OFFEREX-99.(A)(1)(XIII) 2 a18-12281_13ex99da1xiii.htm EX-99.(A)(1)(XIII) Exhibit 99.(a)(1)(xiii) LETTER OF TRANSMITTAL FOR FORMER PARTICIPANTS OF THE ABBVIE 2013 EMPLOYEE STOCK PURCHASE PLAN FOR NON-U.S. EMPLOYEES To Tender Shares of Common Stock Pursuant to the Offer to Purchase Dated May 1, 2018 by ABBVIE INC. of Up to $7,500,000,000 of its Common Stock At a Purchase Price Not Less Than $99.00 Per Share and Not More Than $114.00 Per Share TO TENDER SHARES, YOU MUST DELIVER TO BROADRIDGE A PROPERLY COMPLETED, SIGNED LETTER OF TRANSMITTAL BY 1:00 P.M. NEW YORK CITY TIME ON MAY 23, 2018, UNLESS THE TENDER OFFER IS...

txn_type = TENDER_OFFER...Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 (212) 403-1000 CALCULATION OF FILING FEE TRANSACTION VALUATION AMOUNT OF FILING FEE $7,500,000,000* $933,750** * Estimated for purposes of calculating the Filing Fee only. This amount is based on the offer to purchase for not more than $7,500,000,000 in aggregate of up to 75,757,575 shares of Common Stock, par value $0.01 per share, at the minimum tender offer price of $99.00 per share. ** The Filing Fee is calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and equals $124.50 for each $1,000,000 of the value...