Summary
Johnson & Johnson (JNJ) has filed an 8-K detailing the completion of its acquisition of ABIOMED, Inc. The tender offer for ABIOMED shares concluded with over 57% of shares tendered, allowing JNJ to proceed with a merger and take ABIOMED private. The total consideration included a cash payment of $380 per share plus a Contingent Value Right (CVR) for each share. The aggregate value of the acquisition, excluding fees, was approximately $17.1 billion, funded through a combination of cash on hand and short-term financing. The CVRs represent the potential for additional payments of up to $35 per share, contingent on the achievement of specific milestones related to net sales of ABIOMED's products and regulatory approvals. These milestones include targets for net sales exceeding $3.7 billion in a defined period, FDA approval for specific Impella product uses, and the achievement of Class I recommendations in clinical practice guidelines for the Impella product family in various cardiovascular conditions. JNJ has committed significant investment towards achieving some of these milestones.
Key Highlights
- 1Johnson & Johnson has successfully completed its acquisition of ABIOMED, Inc. through a tender offer and subsequent merger.
- 2The acquisition price included $380 per ABIOMED share in cash, plus a Contingent Value Right (CVR) per share.
- 3The total value paid in the tender offer and merger was approximately $17.1 billion, excluding fees and expenses.
- 4The acquisition was funded by JNJ's existing cash and short-term financing.
- 5CVRs offer up to an additional $35 per share, contingent on specific sales and regulatory milestones related to ABIOMED's products.
- 6Key milestones for CVR payments include achieving $3.7 billion in net sales for specific products and securing certain FDA approvals and clinical guideline recommendations for the Impella device family.
- 7Johnson & Johnson has made financial commitments towards the achievement of certain milestones outlined in the CVR agreement.