アッヴィ・インク 外国会社臨時報告書
EDINET提出書類
アッヴィ・インク(E27838)
外国会社臨時報告書
【表紙】
【提出書類】 外国会社臨時報告書
【提出先】 関東財務局長
【提出日】 2021年8月18日
【会社名】 アッヴィ・インク
(AbbVie Inc.)
【代表者の役職氏名】 執行副社長兼最高財務責任者
ロバート・A. マイケル
(Robert A. Michael, Executive Vice President and Chief Financial
Officer)
【本店の所在の場所】 アメリカ合衆国 イリノイ州 60064 ノース・シカゴ
ノース・ウォーキーガン・ロード 1
(1 North Waukegan Road, North Chicago, Illinois 60064, U.S.A.)
【代理人の氏名又は名称】 弁護士 松 添 聖 史
【代理人の住所又は所在地】 東京都港区六本木1-9-10
アークヒルズ仙石山森タワー28F
ベーカー＆マッケンジー法律事務所(外国法共同事業)
【電話番号】 03-6271-9900
【事務連絡者氏名】 弁護士 渡 邊 大 貴
【連絡場所】 東京都港区六本木1-9-10
アークヒルズ仙石山森タワー28F
ベーカー＆マッケンジー法律事務所(外国法共同事業)
【電話番号】 03-6271-9900
【縦覧に供する場所】 なし
１ . 別段の記載がある場合を除き、本書に記載の「米ドル」及び「ドル」はアメリカ合衆国ドルを指す。本書に
おいて便宜上記載されている日本円は、１ドル＝ 109.65円の換算率(2021年8月2日現在の株式会社三菱UFJ銀
行対顧客電信直物売買相場仲値)により換算されている。
２ . 本書中の表で計数が四捨五入されている場合、合計は計数の総和と必ずしも一致しない。
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EDINET提出書類
アッヴィ・インク(E27838)
外国会社臨時報告書
１ 【提出理由】
アッヴィ・インクは、本邦以外の地域において、新株予約権証券の募集を行ったため、金融商品取引法第24条の5第4
項及び企業内容等の開示に関する内閣府令第19条第2項第1号の規定により、本臨時報告書を提出する。
２ 【報告内容】
(1) Type of Securities
Stock Purchase Rights of the Compan y, which represent Moving Strike Price Stock Options.
(note) References in this document to “the Company” refer to AbbVie Inc. This offering is made under
the AbbVie 2013 Employee Stock Purchase Plan for Non-U.S. Employees (the "Plan"), as adopted by
resolution of the Board of Directors of the Company (the "Board") on November 28, 2012.
Nature of Moving Strike Price Stock Options
A Purchase Cycle ("Purchase Cycle" is defined by the Plan.) will commence on February 1 and August 1
each year. For this offering, the Purchase Cycle commences on August 1, 2021 . Using the funds
accumulated by means of the Participants’ authorized payroll deductions at the maximum rate of 1 0 %
during the applicable Purchase Cycle , the Participants may purchase the Company’s common stock at
the purchase price, which shall be equal to 85% of the lower of (i) the fair m arket v alue per share on the
Offering Date ("Offering Date" is defined by the Plan. T he Offering Date of this Stock Purchase Right is
August 2, 2021 ) or (ii) the fair m arket v alue per share on the Purchase Date ("Purchase Date" is defined
by the Plan. T he Purchase Date of this Stock Purchase Right is January 31, 2022 ), provided the
maximum purchase for this offering is US $ 12 ,500 per person .
The relevant Stock Purchase Rights represent the right to purchase one share of common stock at the
purchase price, which shall be equal to 85% of the lower of (i) the fair m arket v alue per share on the
Offering Date and (ii) the fair m arket v alue per share on the Purchase Date , using the funds accumulated
by means of the Participants’ authorized payroll deductions during the applicable Purchase Cycle
(provided the maximum purchase per each Purchase Cycle is US $ 12 ,500 per person ). The exact
purchase price is unknown until the Purchase Cycle.
(i) Accordingly, if the stock price of the Company’s common stock declines, the purchase price of the
relevant Stock Purchase Rights declines as well, and the "Number of Shares subject to Stock Purchase
Rights" will increase. However, the amount of the contributions is already fixed and will not change
because of any changes in stock price.
(ii) The "Number of Shares subject to Stock Purchase Rights" is calculated by dividing the amount of
contributions during the applicable Purchase Cycle by the purchase price, which shall be equal to 8 5%
of the lower of (i) the fair m arket v alue per share on the Offering Date and (ii) the fair m arket v alue per
share on the Purchase Date . However, as described above, the "Aggregate Amount of Payment upon
Exercise of Stock Purchase Rights" will not change because of any changes in stock price.
(iii) The purpose of the relevant Stock Purchase Rights is to provide Eligible Employees with the
opportunity to acquire a proprietary interest in the Company through purchases of shares of the
Company’s common stock. The participation in the Plan is voluntary, and the "Aggregate Amount of
Payment upon Exercise of Stock Purchase Rights" will be determined by the funds accumulated by
means of the Participants’ authorized payroll deductions at the contribution percentage (up to a
maximum rate of 1 0 % or such lower rate as may be specified by the administrator ) specified by the
Participant (subject to the maximum purchase per each Purchase Cycle of US $ 12 ,500 per person ).
Accordingly , the minimum amount for such Aggregate Amount of Payment upon exercise is not
determined.
In addition, the total number of shares which may be issued under the Plan in the aggregate shall not
exceed 10,000,000 shares .
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EDINET提出書類
アッヴィ・インク(E27838)
外国会社臨時報告書
(iv) The shares of c ommon stock subject to the Stock Purchase Rights of each Participant shall be
automatically purchased on behalf of such Participant on each Purchase Date (after conversion into U.S.
Dollars, if necessary).
However, the Board may terminate or suspend the Plan at any time in its sole discretion .
Further, in the following cases, the Stock Purchase Rights shall be terminated and may no longer be
exercised:
・ A Participant terminates his/her outstanding Stock Purchase Rights under the P lan during the
Purchase Cycle .
・ A Participant ceases to remain an Eligible Employee while his/her Stock Purchase Rights remain
outstanding.
If after the grant of Stock Purchase Rights, but prior to the purchase of shares of c ommon stock with
respect to a particular Purchase Period, there is any increase or decrease in the number of outstanding
shares of c ommon stock because of a stock split, stock dividend, combination or recapitalization, the
a dministrator in its sole discretion shall make any such substitution or adjustment, if any, as it deems
appropriate, with respect to: (a) the maximum number of shares of c ommon stock specified in
Section 5.1 of the Plan ; (b) the purchase price per share of c ommon stock; and (c) any other
limitations provided under th e Pla n.
(2) Description of Stock Purchase Rights
(a) Estimated Number of Shares Subject to Stock Purchase Rights :
1,551,258 (Estimated number. The number of Stock Purchase Rights issued is equivalent to the
number of shares of the Company’s common stock subject to the Stock Purchase Rights .)
(note) As of the filing date of this Report, the amount of contribution s applicable to the six-month
Purchase Cycle (August 1, 2021 through January 31, 2022 ) has not yet been determined, and
therefore, assuming that all Eligible Employees contribute at the maximum amount of $12,500 of
their e arnings, the estimated maximum amount of contributions during such Purchase Cycle shall be
US $ 152,225,000 (JPY 16,691,471,250 ). The n umber of Stock Purchase Rights issued shall be
calculated by dividing the above estimated maximum amount of contributions by 85% (US $ 98.13
(JPY 10,760) ) of the closing price of the Company’s common stock as reported on the NYSE on
August 2, 2021 (US $115.45 (JPY 12,659)).
(b) Issue Price (per Stock Purchase Rights): US $0 (JPY 0).
(c) Total Issue Price : US $0 (JPY 0).
(d) Type, Description and Number of Shares subject to Stock Purchase Rights :
1. Type of shares to be used for Stock Purchase Rights
Registered form, par-value (US $0.01) common stock of AbbVie Inc .
(note) Common stock issued hereunder will be newly issued shares or treasury shares .
(note) In the event the Company effects one or more reorganizations, recapitalizations, spinoffs,
split-ups, rights offerings or reductions of its outstanding shares of common stock, the
Administrator in its sole discretion may make any such substitution or adjustment, if any, as it
deems appropriate, with respect to: (a) the number and kind of shares specified in Section 5.1,
(b) the purchase price per share of common stock covered by each outstanding purchase right,
and (c) any other limitations provided under th e Plan.
2. Description of Shares
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EDINET提出書類
アッヴィ・インク(E27838)
外国会社臨時報告書
i. Dividend Rights . Subject to any preferential dividend rights applicable to the shares of the
preferred stock, the holders of shares of common stock shall be entitled to receive such dividends as
may be declared from time to time by the Board of Directors of the Company.
ii. Liquidation Rights . In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company, after distribution in full of the preferential amounts to be distributed to the
holders of shares of the preferred stock, the holders of shares of common stock shall be entitled to
receive all of the remaining assets of the Company available for distribution to its stockholders, ratably
in proportion to the number of shares of common stock held by them.
iii. Redemption . The common stock is not redeemable.
iv. Voting Rights . F or each share of common stock entitled to vote, the holder shall have the right
to one vote on all matters at all meetings of the stockholders of the Company .
3. Number of Shares subject to Stock Purchase Rights :
The number of shares to be issued upon exercise of outstanding Stock Purchase Rights will be the
number of whole shares obtained by dividing the amount collected from the Participant through
payroll deductions during each Purchase Cycle by the purchase price in effect for that Purchase
Cycle .
1,551,258 shares in total, if all of the Stock Purchase Rights are exercised (estimated number).
(note) In the event any change is made to the Company’s outstanding common stock by reason of
any stock dividend, stock split, combination of shares or other change affecting such outstanding
common stock as a class without receipt of consideration, then appropriate adjustments shall be
made by the Board to (a) the maximum number of shares of common stock specified in
Section 5.1; (b) the purchase price per share of common stock; and (c) any other limitations
provided under th e Plan.
(note) On the exercise date of the Stock Purchase Rights, using the funds accumulated by means
of the Participants’ authorized payroll deductions during the applicable Purchase Cycle , the
Participants may purchase the Company’s common stock at the purchase price, which shall be
equal to 85% of the lower of (i) the fair m arket v alue per share on the Offering Date and (ii) the
fair m arket v alue per share on the Purchase Date . Accordingly, as of the filing day of this
report, the "Number of Shares subject to Stock Purchase Rights" has not yet been determined.
Therefore, for convenience, the above "Number of Shares subject to Stock Purchase Rights" is
calculated by dividing the estimated maximum amount of contributions during the applicable
Purchase Cycle (assuming that all Participants contribute the maximum amount of US $ 12 ,500
per each Purchase Cycle ) (i.e. , US $ 152,225,000 (JPY 16,691,471,250) by 85% (US $ 98.13 (JPY
10,760) of the closing price of the Company’s common stock as reported on the N ew York
Securities Exchange ("NYSE") on August 2, 2021 (US $ 115.45 (JPY 12,659 (See above note
under (2)(a)).
(e) Amount of Payment upon Exercise of Stock Purchase Rights:
US $ 98.13 (JPY 10,760 ) per one Stock Purchase Right.
Total Amount of Payment upon Exercise of Stock Purchase Rights : US $ 152,225,000 (JPY
16,691,471,250).
(note) In the event any change is made to the Company’s outstanding common stock by reason of
any stock dividend, stock split, combination of shares or other change affecting such outstanding
common stock as a class without receipt of consideration, then appropriate adjustments shall be
made by the Board to (a) the maximum number of shares of c ommon stock specified in Section 5.1;
(b) the purchase price per share of c ommon stock; and (c) any other limitations provided under th e
Plan.
(note) As stated above, since the "Amount of Payment upon Exercise of Stock Purchase Rights" has
not yet been determined, 85% (US $98.13 (JPY 10,760) of the closing price of the Company’s
common stock as reported on the N ew York Securities Exchange ("NYSE") on August 2, 2021 (US
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EDINET提出書類
アッヴィ・インク(E27838)
外国会社臨時報告書
$115.45 (JPY 12,659) is inserted for convenience. The actual purchase price shall be equal to 85%
of the lower of (i) the fair m arket v alue per share on the Offering Date and (ii) the fair m arket v alue
per share on the Purchase Date . For this offering, the Offering Date shall be August 2, 2021 and
the Purchase Date shall be January 31, 2022 . (See above note under (2)(d)-3) .
(note) As stated above, since the amount of the contributions has not yet been determined, the total
"Amount of Payment upon Exercise of Stock Purchase Rights" shall be determined, for convenience,
based on the estimate of the maximum contributions by the Participants during the Purchase Cycle
(See note under (2)(d)-3).
(f) Exercise Period of Stock Purchase Rights :
January 31, 2022
(note) The Stock Purchase Rights shall be automatically exercised on this day.
(g) Terms and Conditions of Stock Purchase Rights :
The terms and conditions of the Stock Purchase Rights are set forth in the Plan. Such terms include
that:
1. Notwithstanding any other provision of the Plan to the contrary, no Participant may contribute
more than the equivalent in local currency of US $12,500 during each Purchase Cycle towards
the purchase of shares of c ommon stock under the Plan.
2. Upon the Participant’s discontinuation of participation during a Purchase Cycle, the amount
credited to the Participant’s account shall be refunded as soon as administratively practicable
without interest (unless otherwise required by local law). Such Participant shall be ineligible
to participate in the Plan until he re-enrolls in the Plan for a subsequent Purchase Cycle in
accordance with the enrollment procedures set forth in Section 4.1 of the Plan. See further
terms and conditions set forth in Section 4.4 of the Plan.
3. If a Participant terminates employment with his employer for any reason (including death or
disability) prior to the expiration of a Purchase Cycle, the Participant’s participation in the
Plan shall immediately terminate, and the amount credited to the Participant’s account shall be
refunded to the Participant or the Participant’s estate without interest (unless otherwise
required by local law) as soon as administratively practicable. See further terms and
conditions set forth in Section 4.4 of the Plan.
4. In the event of a proposed sale of all or substantially all of the assets of the Company, or the
merger or consolidation of the Company with or into another entity, then in the sole discretion
of the a dministrator: (a) each Stock Purchase Right shall be assumed, or an equivalent Stock
Purchase Right shall be substituted, by the successor corporation or parent or subsidiary of
such successor corporation; or (b) a new Purchase Date shall be established by the
a dministrator on or before the date of consummation of such merger, consolidation or sale,
and all outstanding Stock Purchase Rights shall be automatically exercised on such new
date .See further terms and conditions set forth in Section 9 of the Plan.
5. The P lan a dministrator shall have the power, authority and responsibility for the day-to-day
administration of the Plan, the power, authority and responsibility specifically provided in this
Plan, and any additional duties and responsibilities approved by the Board. To the extent
permitted under applicable law s, the a dministrator may delegate its power, authority and
responsibilities under the Plan to one or more officers of the Company at any time in its sole
discretion. See further terms and conditions set forth in Section 12 of the Plan.
(h) Amount to be Transferred into Capital (the issue price of shares if issued upon Exercise of Stock
Purchase Rights) :
US $0.01 (JPY 1) per share.
(i) Matters Relating to Transfer of Stock Purchase Rights :
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EDINET提出書類
アッヴィ・インク(E27838)
外国会社臨時報告書
Purchase rights granted to Participants may not be voluntarily or involuntarily assigned, transferred,
pledged, or otherwise disposed of in any way, and are exercisable during the Participant ’s lifetime
only by the Participant. Any attempted assignment, transfer, pledge, or other disposition of a Stock
Purchase Right hereunder shall be null and void and without effect. If a Participant in any manner
attempts to transfer, assign or otherwise encumber his or her rights or interest under the Plan, such
act shall be treated as an election by the Participant to discontinue participation in the Plan pursuant
to Section 4.3 of the Plan .
(3) Method of Issuance of Stock Purchase Rights:
The Stock Purchase Rights were offered to 12,178 E ligible E mployees under the Plan who are employed
by the Company and one or more of its subsidiaries (outside Japan).
(4) Name of Underwriter or Person/Agent Making Secondary Offering
N ot applicable.
(5) Areas Where Offering or Secondary Offering Is Made (Outside Japan)
Australia, Austria, Bahrain, Belgium, Brazil, Bulgaria, Canada, Chile, China, Colombia, Costa Rica,
Croatia, Czech Republic, Denmark, Dominican Republic, Egypt, Estonia, Finland, France, Germany,
Greece, Hong Kong, Hungary, Ireland, Israel, Italy, Korea, Kuwait, Latvia, Lebanon, Lithuania,
Malaysia, Mexico, Netherlands, New Zealand, Norway, Panama, Peru, Poland, Portugal, Qatar, Romania,
Saudi Arabia, Singapore, Slovakia, South Africa, Spain, Sweden, Switzerland, Taiwan, Trinidad &
Tobago, Turkey, United Arab Emirates and Uruguay.
(6) Use of Proceeds from the New Issuance of Shares
Amount of Proceeds : US $ 152,225,000 (JPY 16,691,471,250)
(note) The amount of proceeds is the sum of the total issue price of the Stock Purchase Rights and the
amount of payment upon exercise of the Stock Purchase Rights, US $ 152,225,000 (¥16,691,471,250) , net
of US $0 (JPY 0) which is the approximate amount of various related expenses for the new issuance of
shares.
Use of Proceeds: The net proceeds realized from the exercise of Stock Purchase Rights (US
$ 152,225,000 (¥ 16,691,471,250 )) will be used as general working capital of the Company, including for
capital expenditure and payment of operational costs, but de tails of specific items, the breakdown of the
amount, and the timing of payment has not been determined and will be determined according to the
Company’s business needs.
(7) Date of Issuance
August 2, 2021
(8) Name of Securities Market to List on in Case of Listing the Securities
N ot applicable.
(9) Matters Relating to Moving Strike Price Stock Options (MSPSO)
(i) Reason for the d ecision to u se MSPSO as a m ethod of funding
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EDINET提出書類
アッヴィ・インク(E27838)
外国会社臨時報告書
The Plan is intended to provide Eligible E mployees of the Company and one or more of its
subsidiaries with the opportunity to acquire a proprietary interest in the Company through
participation in the Plan. The maximum number of shares to be issued under the Plan and the
amount which each eligible employee may contribute during the purchase period are limited
pursuant to the provision of the Plan, therefore, the dilutive effect is mitigated.
(ii) Content of a greement to be m ade b etween the o fferees and the Company c oncerning the e xercise of
MSPSO
The terms and conditions are prescribed in the Plan and the enrollment form prescribed by the Board
or the Compensation Committee.
(i ii ) Content of a greement to be m ade b etween the o fferees and the Company c oncerning the trade of the
Company’s c ommon stock
Not applicable.
(iv) Content of a greement to be m ade b etween the o fferees and the Company’s special interested p arties,
among o thers, c oncerning stock lending, if a ny
Not applicable.
(v) Other m atters e ssential for investor p rotection
Not applicable.
(10) Matters to be Noted in Case of Allocation to Third Party
Not applicable
(11) Amount of Capital and Outstanding Shares of the Company
(a) Amount of Capital :
Common stock and a dditional p aid- in c apital: US $17,954 millio ns (JPY 1,968,656 million s) as of June
30, 2021.
(b) Number of Outstanding Shares :
Common stoc k: 1,801,041,492 shares as o f June 30, 2021.
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