8-KOther Events

ABBOTT LABORATORIES 8-K Report, Corporate Update (Jul 12, 2016)

Filed July 12, 2016For Securities:ABT

Summary

Abbott Laboratories (ABT) has filed an 8-K report detailing an event on July 11, 2016, concerning its proposed acquisition of St. Jude Medical Inc. Both companies received "second requests" for additional information from the U.S. Federal Trade Commission (FTC) under the Hart-Scott Rodino Antitrust Improvements Act (HSR Act). These FTC requests effectively extend the regulatory waiting period for the acquisition. The waiting period will now extend until 30 days after Abbott and St. Jude Medical substantially comply with the FTC's information demands, unless terminated earlier by the FTC or voluntarily extended by the parties. This development indicates a deeper antitrust review of the proposed merger, which is a standard part of large M&A transactions but can introduce uncertainty regarding the deal's timeline and ultimate completion. Investors should note that Abbott has also provided details on where to find important additional information regarding the transaction, including its registration statement on Form S-4, which will include a proxy statement/prospectus. This filing is a procedural update to inform stakeholders about the ongoing regulatory review process.

Key Highlights

  • 1Abbott Laboratories and St. Jude Medical Inc. received "second requests" for additional information from the U.S. Federal Trade Commission (FTC).
  • 2These FTC requests are related to Abbott's proposed acquisition of St. Jude Medical.
  • 3The "second requests" were issued under the Hart-Scott Rodino Antitrust Improvements Act (HSR Act).
  • 4The FTC requests extend the HSR Act waiting period until 30 days after substantial compliance by both companies, signaling a deeper antitrust review.
  • 5The filing provides information on how investors can access important documents related to the proposed transaction, including registration statements and proxy statements.
  • 6This is a procedural update concerning regulatory review and does not change the terms of the proposed transaction at this stage.

Frequently Asked Questions

This 8-K filing is primarily to inform investors that both Abbott Laboratories and St. Jude Medical Inc. received "second requests" for additional information from the U.S. Federal Trade Commission (FTC) regarding Abbott's proposed acquisition of St. Jude Medical. This is a standard step in the antitrust review process.

The FTC's 'second requests' under the Hart-Scott Rodino Antitrust Improvements Act (HSR Act) extend the mandatory waiting period for the acquisition. The waiting period will now continue for 30 days after both Abbott and St. Jude Medical have substantially complied with the FTC's information demands, unless the FTC terminates it sooner or the parties agree to an extension.

Receiving a 'second request' from the FTC signifies a more in-depth review of the transaction's potential impact on competition. While it extends the timeline and introduces some uncertainty, it is a common part of the regulatory process for significant mergers and acquisitions and does not necessarily mean the deal will be blocked.

The filing directs investors to where they can obtain important additional information. This includes Abbott's registration statement on Form S-4 (which contains a prospectus and proxy statement for St. Jude Medical shareholders) and other relevant documents to be filed with the SEC. These can be accessed via the SEC's website (www.sec.gov) or directly from Abbott and St. Jude Medical's investor relations departments and websites.