8-KLeadership ChangesAcquisitions & DispositionsExhibits & Filings

ABBOTT LABORATORIES 8-K Report, Acquisition Completed (Jan 2, 2013)

Filed January 2, 2013For Securities:ABT

Summary

This Form 8-K filing from Abbott Laboratories (ABT) on January 2, 2013, announces the completion of a significant corporate event: the distribution of 100% of the outstanding common stock of its research-based pharmaceuticals business, now named AbbVie Inc. (ABBV), to Abbott shareholders. This separation, effective January 1, 2013, creates two independent, publicly traded companies, allowing Abbott to focus on its diversified medical products, established pharmaceuticals, and nutrition businesses, while AbbVie will concentrate on the development and commercialization of innovative therapies. For investors, this event marks a fundamental change in the corporate structure and future strategic focus of Abbott Laboratories. The spin-off of the pharmaceutical segment into AbbVie is designed to unlock shareholder value by allowing each entity to pursue more focused strategies and allocate capital more effectively. Abbott shareholders received one share of AbbVie common stock for each Abbott share held as of the record date, December 12, 2012. This transaction is a key development for understanding the future prospects and investment profiles of both Abbott (now primarily focused on medical devices, diagnostics, nutritionals, and branded generics) and the newly independent AbbVie.

Key Highlights

  • 1Abbott Laboratories completed the spin-off of its research-based pharmaceutical business, AbbVie Inc. (ABBV), on January 1, 2013.
  • 2Abbott shareholders received one share of AbbVie common stock for every Abbott common share owned as of the record date (December 12, 2012).
  • 3AbbVie Inc. is now an independent publicly traded company, listed on the New York Stock Exchange under the ticker symbol 'ABBV'.
  • 4The spin-off aims to create two distinct companies with focused strategies: Abbott in diversified medical products and AbbVie in innovative pharmaceuticals.
  • 5Two key executives, Richard A. Gonzalez and Laura J. Schumacher, resigned from their positions at Abbott effective immediately prior to the distribution.
  • 6The filing includes a press release dated January 2, 2013, as Exhibit 99.1, detailing the completion of the distribution.

Frequently Asked Questions

This filing announces the completion of Abbott Laboratories' spin-off of its research-based pharmaceutical business into a new, independent company named AbbVie Inc. This separation was effective on January 1, 2013.

Shareholders of Abbott Laboratories received one share of AbbVie Inc. common stock for each share of Abbott common stock they held as of the close of business on December 12, 2012. AbbVie is now a separate publicly traded company.

The separation allows Abbott Laboratories to focus its resources and strategy on its diversified portfolio, which includes medical devices, diagnostics, nutrition products, and established pharmaceuticals. This allows for more targeted capital allocation and strategic decision-making for both Abbott and the newly formed AbbVie.

Following the distribution, Abbott Laboratories will primarily focus on its established lines of business, including cardiovascular and neuromodulation devices, diagnostics, nutrition products, and branded generic pharmaceuticals in international markets.