8-KAcquisitions & DispositionsMaterial AgreementsFinancial Events+2

ABBOTT LABORATORIES 8-K Report, Material Agreement (Jan 5, 2017)

Filed January 5, 2017For Securities:ABT

Summary

Abbott Laboratories (ABT) has officially completed its acquisition of St. Jude Medical, Inc. (St. Jude Medical) on January 4, 2017. This significant transaction was executed through a two-part merger, culminating in St. Jude Medical becoming a wholly owned subsidiary of Abbott. The acquisition was valued at approximately $23.6 billion, comprising about $10 billion in Abbott common shares and $13.6 billion in cash. This strategic move is expected to significantly bolster Abbott's position in the medical device market, particularly in cardiovascular and neuromodulation technologies. Investors should note the substantial financing involved, including an Amended and Restated Term Loan Agreement of approximately $2.3 billion and a $2.0 billion Bridge Term Loan Agreement, both fully guaranteed by Abbott.

Key Highlights

  • 1Abbott Laboratories completed the acquisition of St. Jude Medical, Inc. on January 4, 2017, through a two-part merger process.
  • 2The total transaction value was approximately $23.6 billion, consisting of $10 billion in Abbott common shares and $13.6 billion in cash.
  • 3St. Jude Medical common stock shareholders received 0.8708 shares of Abbott common stock and $46.75 in cash per share.
  • 4Abbott has guaranteed an Amended and Restated Term Loan Agreement for St. Jude Medical, LLC (the surviving entity) with an outstanding principal of approximately $2.3 billion.
  • 5Abbott also borrowed $2.0 billion under a 120-Day Bridge Term Loan Agreement to facilitate the acquisition.
  • 6The acquisition is expected to enhance Abbott's presence in the medical device sector, particularly in cardiovascular and neuromodulation.
  • 7Financial statements and pro forma information for the acquired business will be filed via amendment within 71 days.

Frequently Asked Questions

This 8-K filing announces the completion of Abbott Laboratories' acquisition of St. Jude Medical, Inc. It details the terms of the merger, the consideration paid to St. Jude Medical shareholders, and the associated financing arrangements.

The acquisition is valued at approximately $23.6 billion, paid through a combination of Abbott stock and cash. Abbott has also incurred significant debt, including a $2.3 billion term loan and a $2.0 billion bridge loan, to finance this transaction. The company will file detailed financial statements and pro forma information via amendment to provide a more complete picture.

The acquisition of St. Jude Medical significantly strengthens Abbott's medical device portfolio, particularly in areas like cardiovascular devices (including atrial fibrillation and structural heart) and neuromodulation. This move is aimed at expanding Abbott's global reach and competitive positioning in these high-growth markets.

Abbott has guaranteed an Amended and Restated Term Loan Agreement for the newly formed St. Jude Medical, LLC, with an approximate principal amount of $2.3 billion. This indicates Abbott is assuming responsibility for significant financial obligations related to the acquired entity.