8-KMaterial Agreements

ABBOTT LABORATORIES 8-K Report, Material Agreement (Mar 24, 2008)

Filed March 24, 2008For Securities:ABT

Summary

Abbott Laboratories (ABT) has announced a significant agreement to terminate its joint venture with Takeda Pharmaceutical Company Limited, operated through TAP Pharmaceutical Products Inc. This separation, expected to close within 30 to 60 days, involves an even division of the joint venture's value. Under the terms, Abbott will receive full ownership of Lake Products Inc., a newly formed subsidiary that will house assets primarily related to the drug Lupron and other specified products, along with associated personnel and liabilities. In exchange for its 50% stake in TAP, Abbott will gain 100% control of Lake Products. Takeda, through TAH, will retain ownership of TAP and the valuable Prevacid product. Abbott anticipates receiving approximately $1.5 billion in estimated future cash payments over five years from TAP, based on net sales and milestone achievements related to products retained by TAP. The company expects no significant gain or loss from the transaction's accounting treatment.

Key Highlights

  • 1Abbott Laboratories and Takeda Pharmaceutical Company Limited are terminating their joint venture, TAP Pharmaceutical Products Inc.
  • 2The termination involves an even division of the joint venture's assets and value.
  • 3Abbott will gain 100% ownership of a new subsidiary, Lake Products Inc., which will hold assets related to Lupron and other products.
  • 4Takeda will retain ownership of TAP and the Prevacid product.
  • 5Abbott expects to receive approximately $1.5 billion in estimated total future cash payments from TAP over five years.
  • 6The transaction is expected to close within the next 30 to 60 days.
  • 7No significant gain or loss is expected from the accounting treatment of the transaction.

Frequently Asked Questions

This 8-K filing announces the entry into a material definitive agreement to terminate Abbott Laboratories' joint venture with Takeda Pharmaceutical Company Limited, known as TAP Pharmaceutical Products Inc.

The parties will evenly divide the value of the joint venture. Abbott will receive 100% ownership of Lake Products Inc., which will contain assets primarily related to Lupron and certain other products. Takeda will retain ownership of TAP and the Prevacid product.

Abbott expects to receive approximately $1.5 billion in estimated total future cash payments from TAP over a five-year period, contingent on net sales and milestone achievements of products retained by TAP. The company anticipates no significant gain or loss from the accounting treatment of this transaction.

The parties expect the transaction to close within the next 30 to 60 days from the filing date of this report.