Items 1 through 9 and Item 11.
The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the
Offer to Purchase, are hereby amended and supplemented to include the following:
The Offer and withdrawal rights expired as scheduled at 11:59
p.m., New York City time, on December 21, 2022. The Depositary has advised Purchaser that, as of the Expiration Time, 25,759,195 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 57.1% of
the then-outstanding Shares. As a result, the Minimum Condition has been satisfied. In addition, the Depositary has advised Purchaser that, as of the Expiration Time, Notices of Guaranteed Delivery had been received for 13,631,566 Shares,
representing approximately 30.2% of the then-outstanding Shares. As the Minimum Condition and each of the other Offer Conditions have been satisfied, Purchaser has accepted for payment all Shares that were validly tendered and not validly withdrawn
pursuant to the Offer.
Following the expiration of the Offer and acceptance for payment of the Shares validly tendered and not validly withdrawn pursuant
to the Offer, on December 22, 2022, Johnson & Johnson, ABIOMED and Purchaser consummated the Merger pursuant to the terms of the Merger Agreement in accordance with Section 251(h) of the DGCL, without a vote on the adoption of the
Merger Agreement by ABIOMED stockholders, with the separate corporate existence of Purchaser ceasing and ABIOMED continuing as the surviving corporation in the Merger under the name ABIOMED, Inc., thereby becoming a wholly owned
subsidiary of Johnson & Johnson.
At the Effective Time, each Share outstanding immediately prior to the Effective Time (other than
(a) Shares owned by Johnson & Johnson, Purchaser or ABIOMED (or held in ABIOMEDs treasury), or by any direct or indirect wholly owned subsidiary of Johnson & Johnson or Purchaser, in each case at the commencement of the
Offer and immediately prior to the Effective Time, (b) Shares irrevocably accepted for purchase pursuant to the Offer or (c) Shares owned by any stockholders who have properly and validly demanded their appraisal rights in compliance with
Section 262 of the DGCL) was converted into the right to receive the Offer Price, without interest and less any required withholding taxes. The Shares will be delisted from the Nasdaq Global Select Market and will be deregistered under the
Exchange Act.
On December 22, 2022, Johnson & Johnson issued a press release announcing the expiration and results of the Offer and the
consummation of the Merger, which is attached as Exhibit (a)(5)(H) hereto and is incorporated herein by reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
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Exhibit
No. |
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Description |
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(a)(5)(H) |
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Press Release issued by Johnson & Johnson, dated December 22, 2022 |