8-KAcquisitions & DispositionsMaterial AgreementsExhibits & Filings

ABBOTT LABORATORIES 8-K Report, Material Agreement (Apr 27, 2006)

Filed April 27, 2006For Securities:ABT

Summary

Abbott Laboratories (ABT) announced the significant completion of its acquisition of substantially all of Guidant Corporation's vascular intervention and endovascular solutions businesses on April 21, 2006, for $4.1 billion in cash. This strategic move is aimed at bolstering Abbott's presence in the cardiovascular market. The deal includes potential future milestone payments tied to regulatory approvals for a new stent and the assumption of certain liabilities related to the acquired businesses. Beyond the core acquisition, Abbott has also engaged in significant financial transactions involving Boston Scientific, a competitor in the medical device space. This includes a $900 million subordinated loan to a Boston Scientific subsidiary and the purchase of $1.4 billion worth of Boston Scientific stock. These arrangements, while complex, appear to be part of a broader strategy to facilitate the Guidant acquisition and potentially create intertwined financial relationships. Investors should monitor the performance of the acquired Guidant assets and the future value and disposition of the Boston Scientific shares.

Key Highlights

  • 1Completed acquisition of Guidant Corporation's vascular intervention and endovascular solutions businesses for $4.1 billion in cash.
  • 2Acquisition includes potential milestone payments of $250 million each, contingent on U.S. and Japanese regulatory approval for an everolimus eluting stent.
  • 3Abbott loaned $900 million to BSC International Holding Limited (a Boston Scientific subsidiary) on a subordinated basis, maturing in 2011.
  • 4Purchased 64,635,272 shares of Boston Scientific stock for $1.4 billion.
  • 5Boston Scientific will issue additional shares to Abbott valued up to $60 million to reimburse borrowing costs.
  • 6Abbott must vote Boston Scientific shares proportionally and is restricted in selling them, with proceeds from excess sales applied to reduce the loan.
  • 7Acquisition and related transactions funded by approximately $2.3 billion in existing cash and $4.1 billion from short-term debt issuance.

Frequently Asked Questions

This 8-K filing officially reports the completion of Abbott Laboratories' acquisition of key vascular businesses from Guidant Corporation and details several related financial transactions with Boston Scientific.

Abbott funded the acquisition of the Guidant businesses, the loan to Boston Scientific, and the purchase of Boston Scientific stock using approximately $2.3 billion of existing cash and $4.1 billion raised through the issuance of short-term debt.

Abbott has agreed to make two potential milestone payments of $250 million each. These payments are contingent upon Abbott receiving U.S. Food and Drug Administration (FDA) approval to market an everolimus eluting stent in the United States, and a similar approval in Japan, with deadlines for these approvals set for April 21, 2016.

Abbott has provided a significant loan to a Boston Scientific subsidiary and acquired a substantial stake in Boston Scientific's stock. These arrangements include provisions for repayment, potential share issuances, voting rights, and restrictions on share sales, indicating a complex financial and strategic relationship between the two companies.