UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 4, 2017
Date of Report (Date of earliest event reported)
ABBOTT LABORATORIES
(Exact name of registrant as specified in charter)
Illinois |
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1-2189 |
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36-0698440 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
100 Abbott Park Road
Abbott Park, Illinois 60064-6400
(Address of principal executive offices)(Zip Code)
Registrants telephone number, including area code: (224) 667-6100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 2.03 of this Report is incorporated herein by reference.
Some of the lenders under the Amended and Restated Term Loan Agreement (as defined below) and the Bridge Term Loan Agreement (as defined below) and/or their respective affiliates have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services, or other services for Abbott Laboratories (Abbott) and its subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 4, 2017, Abbott completed the acquisition of St. Jude Medical, Inc. (St. Jude Medical), pursuant to the Agreement and Plan of Merger, dated as of April 27, 2016 (the Merger Agreement), by and among Abbott, St. Jude Medical, Vault Merger Sub, Inc. and Vault Merger Sub, LLC. Abbott completed the acquisition of St. Jude Medical through two mergers: (1) first, Vault Merger Sub, Inc., a wholly owned subsidiary of Abbott, was merged with and into St. Jude Medical, with St. Jude Medical surviving the merger as a wholly owned subsidiary of Abbott (the First Merger), and (2) second and promptly after the First Merger, St. Jude Medical was merged with and into Vault Merger Sub, LLC, with Vault Merger Sub, LLC surviving the merger as a wholly owned subsidiary of Abbott and being renamed St. Jude Medical, LLC (SJM LLC) (the Second Merger and together with the First Merger, the Mergers).
In the First Merger, each share of St. Jude Medical common stock issued and outstanding immediately prior to the first effective time was automatically converted into the right to receive 0.8708 of an Abbott common share and $46.75 in cash, without interest (the Per Share Merger Consideration), with any fractional Abbott common shares to be settled in cash.
In connection with completion of the First Merger, vested options to purchase shares of St. Jude Medical common stock were deemed exercised pursuant to a cashless exercise and the net number of shares of St. Jude Medical common stock payable in respect thereto were converted into the right to receive the Per Share Merger Consideration, less applicable withholding taxes, with any fractional Abbott common shares to be settled in cash. In addition, unvested options and restricted stock units in respect of St. Jude Medical common stock were assumed by Abbott and converted into Abbott options and restricted stock units (as applicable) of substantially equivalent value, in each case in accordance with the terms of the Merger Agreement.
Based on the closing price of $39.36 for an Abbott common share on the New York Stock Exchange on January 4, 2017, the aggregate implied value of the consideration paid in connection with the Mergers was approximately $23.6 billion, including approximately $10 billion in Abbott common shares and approximately $13.6 billion in cash.
After giving effect to the issuance of Abbott common shares in connection with the Mergers, Abbott has approximately 1,726.2 million common shares outstanding.
The foregoing description of the Mergers and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On January 4, 2017, Abbott fully guaranteed the obligations of SJM LLC under that certain Amended and Restated Term Loan Agreement, dated as of January 4, 2017 (as further amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Amended and Restated Term Loan Agreement), among SJM LLC, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent, with an aggregate principal amount outstanding of approximately $2.3 billion, substantially on the terms set forth in the Amended and Restated Term Loan Agreement.
The borrowings under the Amended and Restated Term Loan Agreement will bear interest, at SJM LLCs option, based on either a base rate or a Eurodollar rate, plus an applicable margin based on Abbotts credit ratings. The Amended and Restated Term Loan Agreement contains representations and warranties and affirmative and negative covenants customary for
unsecured financings of this type as well as customary events of default. A copy of the Amended and Restated Term Loan Agreement will be filed with a future periodic report.
Also on January 4, 2017, in connection with the Mergers, Abbott borrowed $2.0 billion under that certain 120-Day Bridge Term Loan Agreement (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Bridge Term Loan Agreement), dated as of December 13, 2016, by and among Abbott, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent.
Item 8.01. Other Events.
On January 4, 2017, Abbott issued a press release announcing the closing of the Mergers, a copy of which is filed as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Financial statements of the acquired business are not included in this Current Report on Form 8-K. Such financial statements will be filed by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
Pro forma financial information relative to the acquired business is not included in this Current Report on Form 8-K. Such pro forma financial information will be filed by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
Exhibit No. |
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Exhibit |
2.1 |
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Agreement and Plan of Merger, dated as of April 27, 2016, by and among Abbott Laboratories, St. Jude Medical, Inc., Vault Merger Sub, Inc. and Vault Merger Sub, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Abbott Laboratories on April 28, 2016)* |
99.1 |
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Press Release, dated January 4, 2017 |
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ABBOTT LABORATORIES | |
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Date: January 5, 2017 |
By: |
/s/ Brian B. Yoor |
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Brian B. Yoor |
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Senior Vice President Finance and Chief Financial |
EXHIBIT INDEX
Exhibit No. |
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Exhibit |
2.1 |
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Agreement and Plan of Merger, dated as of April 27, 2016, by and among Abbott Laboratories, St. Jude Medical, Inc., Vault Merger Sub, Inc. and Vault Merger Sub, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Abbott Laboratories on April 28, 2016)* |
99.1 |
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Press Release, dated January 4, 2017 |
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.
Exhibit 99.1
News Release |
Abbott Completes the Acquisition of St. Jude Medical
ABBOTT PARK, Ill., Jan. 4, 2017 Abbott announced today it has completed the acquisition of St. Jude Medical, Inc., establishing the company as a leader in the medical device arena. The transaction provides Abbott with expanded opportunities for future growth and is an important part of the companys ongoing effort to develop a strong, diverse portfolio of devices, diagnostics, nutritionals and branded generic pharmaceuticals.
Abbott has a strong track record of successfully integrating dozens of businesses on a global scale and accelerating growth, said Miles D. White, chairman and chief executive officer, Abbott. The addition of St. Jude Medical strengthens our global medical device leadership while offering innovative products to address more areas of care, in more physicians offices and hospitals around the world.
Pursuant to the terms of the Merger Agreement, upon completion of the acquisition, St. Jude Medical became a wholly-owned subsidiary of Abbott. As a result of the completion of the acquisition, Jan. 4, 2017, was the last day of trading of St. Jude Medical shares on the New York Stock Exchange.
Strategic Fit
St. Jude Medicals strong positions in fast-growing areas such as atrial fibrillation, heart failure, structural heart and chronic pain complement Abbotts leading positions in coronary interventions and mitral valve disease. Together, the company will compete in nearly every area of the $30 billion cardiovascular market and hold the No. 1 or 2 positions across large and high-growth cardiovascular device markets. This leading combined portfolio will have the depth, breadth, scale and innovation to help patients restore their health, improve outcomes and deliver greater value to customers and payors. Furthermore, the acquisition balances and strengthens the Abbott portfolio, which includes leading positions across all of its four core businesses.
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Breakthrough Invention
Abbott will have a powerful pipeline across cardiovascular and neuromodulation patient care ready to deliver next-generation medical technologies and offer improved efficiencies for health care systems around the world. In fact, Abbott will continue to bring numerous new products to key markets during the coming years, including:
· EnSite Precision (which received U.S. FDA approval last month) next-generation cardiac mapping system to visualize and navigate catheters in the heart during ablation procedures
· ConfirmRx Implantable Cardiac Monitor to help physicians remotely diagnose and treat the most difficult to detect cardiac arrhythmias
· HeartMate 3®, which offers physicians more options for patients with advanced stage heart failure
· Portico Transcatheter Aortic Heart Valves for patients with severe aortic stenosis the narrowing of the aortic valve that obstructs blood flow from the heart
· Proclaim DRG system and other stimulation waveform technologies to provide more options for patients with chronic pain
· Absorb, the worlds first bioresorbable coronary stent and MitraClip®, the worlds first transcatheter mitral-valve repair device in additional countries
We continue to deliberately shape our business for long-term success by securing leadership positions in attractive markets and focusing on customer needs, said Mr. White. This philosophy has served as the foundation for significant and sustainable value creation for our shareholders. The addition of St. Jude Medical creates one of the broadest medical device portfolios in the world and provides a steady stream of new technologies and therapies for many years to come.
About Abbott
Abbott is a global healthcare company devoted to improving life through the development of products and technologies that span the breadth of healthcare. With a portfolio of leading, science-based offerings in diagnostics, medical devices, nutritionals and branded generic pharmaceuticals, Abbott serves people in more than 150 countries and employs approximately 74,000 people.
Visit Abbott at www.abbott.com and connect with us on Twitter at @AbbottNews.
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Private Securities Litigation Reform Act of 1995
A Caution Concerning 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. Abbott 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, including but not limited to the ability of Abbott to successfully integrate St. Jude Medicals operations, and the ability of Abbott to implement its plans, forecasts and other expectations with respect to St. Jude Medicals business and realize expected synergies. Economic, competitive, governmental, technological and other factors that may affect Abbotts and St. Jude Medicals operations are discussed in Item 1A, Risk Factors, in each of Abbotts Annual Report on Form 10-K for the year ended Dec. 31, 2015, and St. Jude Medicals Annual Report on Form 10-K for the fiscal year ended Jan. 2, 2016, respectively, and under the heading Risk Factors in Abbotts Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, and St. Jude Medicals Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2016, which are incorporated by reference. Abbott 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.
Abbott Media:
Darcy Ross, +1 (224) 667-3655
Elissa Maurer, +1 (224) 668-3309
Abbott Financial:
Scott Leinenweber, +1 (224) 668-0791
Michael Comilla, +1 (224) 668-1872
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