8-KMaterial AgreementsRegulation FDExhibits & Filings

ABBOTT LABORATORIES 8-K Report, Material Agreement (Jan 15, 2009)

Filed January 15, 2009For Securities:ABT

Summary

Abbott Laboratories (ABT) announced on January 15, 2009, its entry into a definitive agreement to acquire Advanced Medical Optics, Inc. (AMO) through a tender offer. Abbott, via its subsidiary Rainforest Acquisition Inc., will offer to purchase all outstanding shares of AMO for $22 per share in cash, valuing the transaction at approximately $2.8 billion. This strategic move signifies Abbott's intent to expand its presence in the medical device market. The acquisition is subject to customary closing conditions, including regulatory approvals such as the Hart-Scott-Rodino Act clearance and European Union merger control review. Key shareholders of AMO, representing approximately 15.46% of the outstanding shares, have entered into support agreements to tender their shares and vote in favor of the merger, indicating significant support for the transaction. Investors should monitor the progress of regulatory approvals and the tender offer process.

Key Highlights

  • 1Abbott Laboratories to acquire Advanced Medical Optics (AMO) for $22 per share in cash.
  • 2Total transaction value is approximately $2.8 billion.
  • 3The acquisition will be conducted via a tender offer by Abbott's subsidiary, Rainforest Acquisition Inc.
  • 4The deal is subject to customary closing conditions, including antitrust and regulatory approvals.
  • 5Key AMO shareholders, holding 15.46% of shares, have agreed to tender their shares.
  • 6This acquisition aims to expand Abbott's medical device portfolio.

Frequently Asked Questions

This 8-K filing announces Abbott Laboratories' entry into a definitive agreement to acquire Advanced Medical Optics, Inc. (AMO) through a cash tender offer. It details the terms of the proposed acquisition, including the offer price per share and key conditions.

The acquisition values Advanced Medical Optics (AMO) at $22 per share in cash, representing a total transaction value of approximately $2.8 billion. This is a significant investment aimed at enhancing Abbott's position in the medical device sector.

The acquisition is subject to customary closing conditions, which include obtaining necessary regulatory approvals such as clearance under the Hart-Scott-Rodino Antitrust Improvements Act and European Union merger control review. The success of the tender offer, requiring a majority of AMO shares to be tendered, is also a key condition.

Yes, key shareholders of AMO, collectively representing 15.46% of the outstanding shares, have entered into Tender and Support Agreements with Abbott. Under these agreements, they commit to tendering their shares in the offer and voting in favor of the merger, indicating strong initial support.