8-KLeadership ChangesMaterial AgreementsCorporate Changes+2

AbbVie Inc. 8-K Report, Material Agreement (Jan 2, 2013)

Filed January 2, 2013For Securities:ABBV

Summary

This Form 8-K filing by AbbVie Inc. on January 2, 2013, formally announces the completion of its separation from Abbott Laboratories and its commencement of operations as an independent public company. The separation, effective January 1, 2013, involved Abbott distributing 100% of AbbVie's stock to Abbott shareholders, making AbbVie a standalone entity trading under the ticker symbol "ABBV" on the NYSE. The filing details the material definitive agreements established between AbbVie and Abbott to govern their post-separation relationship, covering areas such as transition services, tax sharing, employee matters, and intellectual property. Key to investors is the confirmation of AbbVie's independent status and the establishment of the operational framework with its former parent. The report also details significant changes to AbbVie's Board of Directors, including the expansion of its size and the appointment of directors, along with the formation of various board committees. These actions are foundational steps for AbbVie as it embarks on its journey as a separate corporate entity, focused on its research-based pharmaceutical business.

Key Highlights

  • 1AbbVie Inc. is now an independent public company following its separation from Abbott Laboratories.
  • 2The separation was completed via a tax-free distribution of AbbVie stock to Abbott shareholders on January 1, 2013.
  • 3AbbVie commenced trading on the New York Stock Exchange (NYSE) under the ticker symbol "ABBV".
  • 4Several material definitive agreements were entered into with Abbott Laboratories to govern post-separation operations, including transition services, tax sharing, and intellectual property.
  • 5AbbVie's Board of Directors was expanded to nine members and its committee structure was established.
  • 6Richard A. Gonzalez is the Chairman and Chief Executive Officer of the newly independent AbbVie.

Frequently Asked Questions

This 8-K filing formally announces the completion of AbbVie's separation from Abbott Laboratories and its commencement as an independent public company, effective January 1, 2013. It also details the agreements governing the ongoing relationship between the two companies and key governance changes.

AbbVie became independent through a separation and distribution agreement with Abbott Laboratories. Abbott distributed 100% of AbbVie's outstanding stock to Abbott shareholders, a process completed on January 1, 2013.

AbbVie entered into several agreements with Abbott, including a U.S. and Ex-U.S. Transition Services Agreement, a Tax Sharing Agreement, a Special Products Master Agreement, an Employee Matters Agreement, an International Commercial Operations Agreement, an Information Technology Agreement, and a Transitional Trademark License Agreement. These agreements define their relationship post-separation.

Richard A. Gonzalez is the Chairman and Chief Executive Officer of AbbVie. The filing also details the expanded Board of Directors and its committee appointments.