8-KAcquisitions & DispositionsFinancial EventsOther Events+1

ABBOTT LABORATORIES 8-K Report, Acquisition Completed (Mar 3, 2009)

Filed March 3, 2009For Securities:ABT

Summary

This 8-K filing by Abbott Laboratories (ABT) on March 3, 2009, primarily reports the completion of its acquisition of Advanced Medical Optics, Inc. (AMO). Abbott, through its subsidiary Rainforest Acquisition Inc., successfully acquired approximately 93.5% of AMO's outstanding shares via a tender offer, with the remaining shares acquired through a subsequent short-form merger. The total cost for this acquisition was approximately $1.3 billion, funded by Abbott's cash reserves. The acquisition positions Abbott to expand its presence in the eye care market, as AMO is a significant player with businesses in cataract, refractive, and general eye care products across numerous countries. While Abbott acquired AMO, the filing also details that AMO's existing debt, totaling approximately $1.5 billion, will remain outstanding and is not assumed by Abbott. This includes convertible senior subordinated notes with varying interest rates and maturity dates.

Key Highlights

  • 1Abbott Laboratories has completed the acquisition of Advanced Medical Optics, Inc. (AMO) for approximately $1.3 billion.
  • 2The acquisition was funded by Abbott's existing cash on hand.
  • 3AMO's existing debt of approximately $1.5 billion, including various series of convertible senior subordinated notes, remains outstanding and has not been assumed by Abbott.
  • 4The acquisition significantly expands Abbott's footprint in the global eye care market with AMO's established product lines in cataract, refractive, and general eye care.
  • 5AMO will continue as a wholly owned subsidiary of Abbott, renamed Abbott Medical Optics Inc.
  • 6Following the merger, holders of AMO's convertible senior subordinated notes have the right to convert their notes into cash or demand repurchase due to a 'fundamental change' triggered by the acquisition.

Frequently Asked Questions

The total cost to acquire all outstanding shares of AMO was approximately $1.3 billion. This was funded by Abbott Laboratories using its cash on hand.

No, Abbott Laboratories did not assume AMO's existing debt. AMO had approximately $1.5 billion in debt at the time of acquisition, including several series of convertible senior subordinated notes, which will remain AMO's obligations.

The acquisition of AMO significantly strengthens Abbott's position in the global medical device market, particularly in the lucrative eye care sector. AMO is a leader in products for cataract surgery, refractive surgery, and general eye care, expanding Abbott's portfolio and geographic reach in this segment.

As a result of the acquisition, a 'fundamental change' occurred for AMO's outstanding convertible senior subordinated notes. This triggered specific rights for bondholders, including the ability to convert their notes into cash or demand repurchase of their notes at par value plus accrued interest within a specified timeframe following the merger.