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ABBOTT LABORATORIES 8-K Report, Material Agreement (Jul 14, 2014)

Filed July 14, 2014For Securities:ABT

Summary

Abbott Laboratories (ABT) announced on July 13, 2014, a significant strategic transaction: the sale of its non-U.S. developed markets specialty and branded generics business to Mylan Inc. This is structured as an all-stock transaction where Abbott will transfer the specified assets to a newly formed Dutch entity, which will then merge with Mylan. Following the transaction, the combined entity will be named Mylan N.V., and Abbott will hold an approximate 21% stake, while former Mylan shareholders will own roughly 79% of the new company. This divestiture represents a strategic shift for Abbott, allowing it to focus on its core pharmaceutical and medical device businesses. The transaction is expected to close by October 13, 2015, subject to customary closing conditions, including regulatory approvals and Mylan shareholder approval. Abbott will not require shareholder approval for this transaction. The deal includes customary representations, warranties, covenants, and indemnification provisions, along with a two-year non-competition restriction for Abbott in the divested markets.

Key Highlights

  • 1Abbott Laboratories is selling its non-U.S. developed markets specialty and branded generics business to Mylan Inc. in an all-stock transaction.
  • 2The transaction will result in the formation of a new Dutch public company, Mylan N.V., with Abbott holding an approximate 21% ownership stake.
  • 3The combined entity, Mylan N.V., will be led by Mylan's current leadership team and board of directors, with shares expected to list on the Nasdaq.
  • 4The deal involves the transfer of specified assets from Abbott to a Mylan subsidiary (New Mylan), followed by a merger of that subsidiary with Mylan.
  • 5The transaction is subject to regulatory approvals and Mylan shareholder approval, with a target closing date of October 13, 2015.
  • 6Abbott has agreed to certain two-year non-competition restrictions in the divested markets.
  • 7Both companies have entered into customary representations, warranties, and covenants, with provisions for indemnification.

Frequently Asked Questions

Abbott Laboratories is selling its non-U.S. developed markets specialty and branded generics business to Mylan Inc. This business unit includes specific pharmaceutical products sold outside of the U.S. in developed markets.

The transaction is an all-stock deal. Abbott will receive 105,000,000 ordinary shares of the newly formed Dutch entity, New Mylan (which will become Mylan N.V.), as consideration for the transferred business.

Following the completion of the transaction and the merger, Abbott will indirectly own approximately 21% of the outstanding ordinary shares of the new entity, Mylan N.V. The former shareholders of Mylan will own approximately 79%.

The consummation of the transaction is subject to several customary closing conditions, including obtaining necessary regulatory approvals and the approval of the merger by Mylan's shareholders. Abbott's shareholders do not require approval for this transaction.