ABBOTT PARK, Ill. and ST. PAUL,
Minn., Oct. 18, 2016
/PRNewswire/ -- Abbott (NYSE: ABT) and St. Jude Medical, Inc.
(NYSE: STJ) announced today an agreement in principle to sell
certain products to Terumo Corporation. The transaction reflects a
purchase price of approximately $1.12
billion and is subject to the successful completion of
Abbott's acquisition of St. Jude Medical and antitrust regulatory
approvals. Abbott, St. Jude Medical and Terumo are bound by the
terms of an exclusivity agreement.
The divestiture is an all-cash transaction and will include the
products globally for St. Jude Medical's Angio-Seal™ and Femoseal™
vascular closure products and Abbott's Vado® Steerable
Sheath. Abbott will retain its vascular closure products,
which include the Perclose ProGlide® Suture-Mediated
Closure System, StarClose SE® Vascular Closure System
and Prostar® XL Percutaneous Vascular Surgical
System.
Following Abbott's acquisition of St. Jude Medical, the combined
business will compete in nearly every area of the cardiovascular
market and hold top positions in high-growth segments, including
atrial fibrillation, structural heart and heart failure, as well as
a leading position in the high-growth neuromodulation market. This
combined portfolio will have the depth, breadth and innovation to
help patients restore their health, reduce costs for payors and
deliver greater value to customers.
Abbott expects to mitigate any impact to its adjusted earnings
per share projections related to the sale of these assets to
Terumo.
About St. Jude Medical
St. Jude Medical is a leading
global medical device manufacturer and is dedicated to transforming
the treatment of some of the world's most expensive epidemic
diseases. The company does this by developing cost-effective
medical technologies that save and improve lives of patients around
the world. Headquartered in St. Paul,
Minn., St. Jude Medical employs approximately 18,000 people
worldwide and has five major areas of focus that include heart
failure, atrial fibrillation, neuromodulation, traditional cardiac
rhythm management and cardiovascular.
For more information, please visit sjm.com or follow us on
Twitter @SJM_Media.
About Abbott
Abbott is a global healthcare company devoted to improving life
through the development of products and technologies that span the
breadth of healthcare. With a portfolio of leading, science-based
offerings in diagnostics, medical devices, nutritionals and branded
generic pharmaceuticals, Abbott serves people in more than 150
countries and employs approximately 74,000 people.
Visit Abbott at www.abbott.com and connect with us on Twitter at
@AbbottNews.
Private Securities Litigation Reform Act of
1995
Caution Concerning Forward-Looking
Statements
Some statements in this news release may be
forward-looking statements for purposes of the Private Securities
Litigation Reform Act of 1995. Abbott and St. Jude Medical caution
that these forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially
from those indicated in the forward-looking statements, including
but not limited to the ability of the parties to consummate the
proposed transaction with Terumo and the acquisition of St. Jude
Medical by Abbott on a timely basis or at all, the ability of the
parties to satisfy the conditions precedent to consummation of the
proposed transaction with Terumo and the acquisition of St. Jude
Medical by Abbott, including the ability to secure the required
regulatory approvals on the terms expected, at all or in a timely
manner, the ability of Abbott to successfully integrate St. Jude
Medical's operations, and the ability of Abbott to implement its
plans, forecasts and other expectations with respect to St. Jude
Medical's business after the completion of the acquisition of St.
Jude Medical and realize expected synergies. Economic, competitive,
governmental, technological and other factors that may affect
Abbott's and St. Jude Medical's operations are discussed in Item
1A, "Risk Factors," in each of Abbott's Annual Report on Securities
and Exchange Commission Form 10-K for the year ended Dec. 31, 2015, and Quarterly Report on Form 10-Q
for the period ended June 30, 2016,
and St. Jude Medical's Annual Report on Securities and Exchange
Commission Form 10-K for the year ended Jan.
2, 2016, respectively, and are incorporated by reference.
Abbott and St. Jude Medical undertake no obligation to release
publicly any revisions to forward-looking statements as a result of
subsequent events or developments, except as required by law.
Important Additional Information
In connection with the proposed transaction, Abbott has filed a
registration statement on Form S-4, which includes a
document that serves as a prospectus of Abbott and a proxy
statement of St. Jude Medical (the "proxy statement/prospectus"),
and each party will file other documents regarding the proposed
transaction with the U.S. Securities and Exchange Commission (the
"SEC"). The registration statement was declared effective on
September 26, 2016, and the
definitive proxy statement/final prospectus was first mailed to St.
Jude Medical shareholders of record as of September 16, 2016 on or about September 26, 2016. Investors and security
holders of St. Jude Medical are urged to carefully read the entire
registration statement and proxy statement/prospectus, and to
carefully read other relevant documents filed with the SEC in their
entirety when they become available, because they will contain
important information. Investors and security holders can obtain
the registration statement and the proxy statement/prospectus free
of charge from the SEC's website or from Abbott or St. Jude Medical
as described in the paragraphs below.
The documents filed by Abbott with the SEC may be obtained free
of charge at Abbott's website at www.abbott.com or at the SEC's
website at www.sec.gov. These documents may also be obtained free
of charge from Abbott by requesting them by mail at Abbott
Laboratories, 100 Abbott Park Road, Abbott Park, IL
60064-6400, Attention: Investor Relations, or by telephone at (224)
667-8945.
The documents filed by St. Jude Medical with the SEC may be
obtained free of charge at St. Jude Medical's website at
www.sjm.com or at the SEC's website at www.sec.gov. These documents
may also be obtained free of charge from St. Jude Medical by
requesting them by mail at St. Jude Medical, One St. Jude Medical
Drive, St. Paul, MN 55117,
Attention: Investor Relations, or by telephone at (651)
756-4347.
Participants in the Solicitation
St. Jude Medical, Abbott and certain of their directors, executive
officers and employees may be deemed participants in the
solicitation of proxies from St. Jude Medical shareholders in
connection with the proposed transaction. Information regarding the
persons who may, under the rules of the SEC, be deemed
participants in the solicitation of the shareholders of St. Jude
Medical in connection with the proposed transaction, including a
description of their direct or indirect interests, by security
holdings or otherwise, is set forth in the definitive proxy
statement filed with the SEC by St. Jude Medical on September 26, 2016 and the final prospectus filed
with the SEC by Abbott on September 26,
2016. Information about the directors and executive officers
of Abbott and their ownership of Abbott common shares is set forth
in the definitive proxy statement for Abbott's 2016 annual meeting
of shareholders, as previously filed with the SEC on March 18,
2016. Information about the directors and executive officers of St.
Jude Medical and their ownership of St. Jude Medical common shares
is set forth in the definitive proxy statement filed with the SEC
on September 26, 2016. Free copies of
these documents may be obtained as described in the paragraphs
above.
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SOURCE Abbott