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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act
of 1934
STARLIMS
Technologies Ltd.
(Name of Issuer)
Ordinary
Shares, NIS 1.0 Par Value
(Title of Class of
Securities)
(CUSIP Number)
Laura
J. Schumacher
Abbott Laboratories
Executive Vice President, General Counsel and Secretary
Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064
(847) 937-6100
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g) check the following box
o
.
Note
:
Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to
whom copies are to be sent.
*
The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on
the remainder of this cover page shall not be deemed to be “
filed
”
for the purpose of Section 18 of the Securities Exchange Act of 1934 (“
Act
”)
or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
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CUSIP No.
M8484K109
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1
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Name of Reporting Persons
Abbott Laboratories
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
OO
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5
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Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Illinois
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
None
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8
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Shared Voting Power
2,496,778 Ordinary Shares (See Item 5)
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9
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Sole Dispositive Power
None (See Item 5)
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10
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Shared Dispositive Power
None (See Item 5)
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,496,778 Ordinary Shares (See Item 5)
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12
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Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
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13
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Percent of Class Represented
by Amount in Row (11)
29.6% (See Item 5)
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14
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Type of Reporting Person
(See Instructions)
CO
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2
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CUSIP No.
M8484K109
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1
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Name of Reporting Persons
Abbott Investments Luxembourg Sarl
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
OO
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5
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Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Luxembourg
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
None
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8
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Shared Voting Power
2,496,778 Ordinary Shares (See Item 5)
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9
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Sole Dispositive Power
None (See Item 5)
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10
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Shared Dispositive Power
None (See Item 5)
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,496,778 Ordinary Shares (See Item 5)
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12
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Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
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13
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Percent of Class
Represented by Amount in Row (11)
29.6% (See Item 5)
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14
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Type of Reporting Person
(See Instructions)
CO
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3
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CUSIP No.
M8484K109
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1
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Name of Reporting Persons
Scorpio Designated Corporation Ltd.
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
OO
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5
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Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Israel
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
None
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8
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Shared Voting Power
2,496,778 Ordinary Shares (See Item 5)
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9
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Sole Dispositive Power
None (See Item 5)
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10
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Shared Dispositive Power
None (See Item 5)
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,496,778 Ordinary Shares (See Item 5)
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12
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Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
29.6% (See Item 5)
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14
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Type of Reporting Person
(See Instructions)
CO
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4
Item 1.
Security and Issuer
This
statement on Schedule 13D (this “
Statement
”) relates to the ordinary
shares, par value NIS 1 per share (“
Company Ordinary Shares
”), of
STARLIMS Technologies Ltd., an Israeli corporation (the “
Company
”). The Company’s principal executive offices are
located at 32B Habarzel Street, Tel Aviv 69710, Israel. The Company’s telephone number at such
address is +972-3-7694000.
Item 2.
Identity and Background
(a) — (c) and (f):
The persons filing this Statement are Abbott Laboratories, an Illinois
corporation (“
Abbott
”); Abbott Investments Luxembourg Sarl, a company
organized under the laws of Luxembourg (“
Parent
”); and Scorpio
Designated Corporation Ltd., an Israeli corporation and a wholly owned
Subsidiary of Parent (“
Merger Sub
”).
The address of Abbott’s principal office is 100 Abbott
Park Road, Abbott Park, Illinois 60064.
The address of Parent’s principal office is Abbott Investments
Luxembourg Sarl, 26 Boulevard Royal, L 2449, Luxembourg.
The address of Merger Sub’s principal office
is c/o HFN Trust Company Ltd., Asia House, 4 Weizmann Street, Tel Aviv
64239. Abbott’s principal
business is the discovery, development, manufacture and sale of a broad and
diversified line of health care products.
Parent’s principal business is worldwide health care. Merger Sub is a newly formed Israeli
corporation and a wholly owned subsidiary of Parent. Merger Sub was formed for
the purpose of consummating the Merger (as defined below) and has not
conducted, and does not expect to conduct, any business other than in connection
with the Merger.
The name, citizenship, business address, present
principal occupation or employment for each director and executive officer of
Abbott, Parent and Merger Sub are set forth in
Schedules A-1
,
A-2
and
A-3
hereto, respectively, and incorporated herein by reference.
(d) — (e) During the last five years, none
of Abbott, Parent or Merger Sub or, to the knowledge of Abbott, Parent or
Merger Sub, any of the persons listed on
Schedules A-1
,
A-2
and
A-3
hereto, has (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and,
as a result of such proceeding, was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3.
Source and Amount of Funds or Other
Consideration
As more fully described in Item 4 hereof, Parent,
Merger Sub and the Company entered into an Agreement and Plan of Merger, dated
as of December 14, 2009 (the “
Merger Agreement
”), a copy of which
is attached hereto as
Exhibit 99.1
and incorporated herein by
reference. In addition, Abbott entered
into a limited guaranty, dated as of December 14, 2009 (the “
Limited
Guaranty
”) in favor of the Company guaranteeing the payment and performance
of all obligations of Parent now existing or hereafter arising under the Merger
Agreement. A copy of the Limited
Guaranty is attached hereto as
Exhibit 99.2
and incorporated herein
by reference. As an inducement for
Parent and Merger Sub to enter into the Merger Agreement and in consideration
thereof, each of Chaim Friedman, Itschak Friedman, Eyal Guterman and Sivanir
(Management Services) 1992 Ltd. (collectively, the “
Shareholders
”)
entered into a Voting and Support Agreement, dated December 14, 2009, with
Parent and Merger Sub (collectively, the “
Voting Agreements
”), which are
attached as
Exhibits 99.3
,
99.4
,
99.5
and
99.6
,
respectively, and incorporated herein by reference. Other than its obligations to enter into and
be bound by the Merger Agreement and the Limited Guaranty, Abbott, Parent and
Merger Sub did not pay any consideration to the Shareholders in connection with
the execution and delivery of the Voting Agreements. For a description of the
Merger Agreement and the Voting Agreements, see Item 4 below, which description
is incorporated herein by reference in response to this Item 3.
References to, and descriptions of, the Merger
Agreement, the Limited Guaranty and the Voting Agreements as set forth herein
are not intended to be complete and are qualified in their entirety by
reference to the Merger Agreement, the Limited Guaranty and the Voting
Agreements, respectively, copies of which are filed as Exhibits to this
Statement and which are incorporated by reference in this Item 3 in their
entirety.
Item 4.
Purpose of Transaction
(a) - (b) As stated
above, the Voting Agreements were entered into as an inducement for Parent and
Merger Sub to enter into the Merger Agreement.
Subject to the terms and conditions thereof, the Merger Agreement
provides for the merger (the “
Merger
”) of Merger Sub with and into the
Company. At the effective time of the
Merger (the “
Effective Time
”), each Company Ordinary Share
5
(other than treasury shares
and shares owned by Parent or Merger Sub) shall be converted into the right to
receive from Parent $14.00 in cash, without interest (the “
Merger
Consideration
”). At the Effective
Time, each option to acquire Company Ordinary Shares outstanding immediately
prior to the Effective Time (whether or not then vested or exercisable) (each,
an “
Option
”) shall be cancelled, terminated and converted into the right
to receive a cash amount equal to the Merger Consideration less the exercise
price payable in respect of such Company Ordinary Share subject to such
Option. At the Effective Time, each
restricted stock unit in respect of shares of Company Ordinary Shares
outstanding immediately prior to the Effective Time (whether or not vested)
(each, an “
RSU
”) shall be cancelled, terminated and converted into the
right to receive a cash amount equal to the Merger Consideration the holder
would have been entitled to receive had such RSU been vested in full and
settled immediately before the Effective Time.
By
executing the Voting Agreements, the Shareholders party thereto have (i) agreed
to vote all Company Ordinary Shares beneficially owned by them as of December 14,
2009 or acquired thereafter (A) in favor of the adoption of the Merger
Agreement and the approval of the transactions contemplated thereby, (B) against
any action or agreement (including, without limitation, any amendment of any
agreement) that would result in a breach of any representation, warranty,
covenant, agreement or other obligation of the Company in the Merger Agreement,
(C) against any Takeover Proposal (as defined in the Merger Agreement) and
(D) against any agreement (including, without limitation, any amendment of
any agreement), amendment of the Company’s memorandum and articles of
association or other action that is intended or could reasonably be expected to
prevent, impede, interfere with, delay, postpone or discourage the consummation
of the Merger, and (ii) granted irrevocable proxies to HFN Trust Company
Ltd., which is acting on behalf of Parent and Merger Sub, granting HFN Trust
Company Ltd. or its designees the right to vote such shares as specified in
clause (i). The Shareholders have
entered into the Voting Agreements only in their capacities as shareholders of
the Company and may vote such shares on all other matters submitted to the
Company’s shareholders for their approval.
The Voting Agreements terminate upon the earlier to occur of (a) the
termination of the Merger Agreement in accordance with its terms and (b) the
Effective Time.
(c)
Not applicable.
(d)
It is anticipated that upon consummation of the Merger, (i) the directors
of Merger Sub immediately prior to the Effective Time shall be the directors of
the Company (the surviving corporation in the Merger), until their respective
successors are duly elected or appointed and qualified or their earlier death,
resignation or removal in accordance with the articles of association of the
Company and (ii) the officers of the Company immediately prior to the
Effective Time shall continue to be the officers of the Company until their
respective successors are duly appointed and qualified or their earlier death,
resignation or removal in accordance with the articles of association of the
Company.
(e) Not
applicable.
(f) Not
applicable.
(g)
Upon consummation of the Merger, the articles of association of Merger Sub, as
in effect immediately prior to the Effective Time, shall be the articles of
association of the Company until thereafter amended as provided therein or by
applicable law.
(h) —
(i) If the Merger is consummated, the Company Ordinary Shares will cease
to be quoted on the NASDAQ Global Market and will become eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended.
(j)
Not applicable.
References to, and descriptions of, the Merger
Agreement, the Limited Guaranty and the Voting Agreements as set forth herein
are not intended to be complete and are qualified in their entirety by
reference to the Merger Agreement, the Limited Guaranty and the Voting
Agreements, respectively, copies of which are filed as Exhibits to this
Statement and which are incorporated by reference in this Item 4 in their
entirety.
Item 5.
Interest in Securities of the Issuer
(a) As a result of the Voting Agreements, Abbott, Parent and Merger Sub
may be deemed to be the beneficial owner of
2,496,778 Company Ordinary Shares. This number represents approximately 29.6% of
the issued and outstanding Company Ordinary Shares based on the number of
shares represented by the Company in the Merger Agreement as being issued and
outstanding on
6
December 14,
2009. Abbott, Parent and Merger Sub
disclaim any beneficial ownership of such shares, and nothing herein shall be
deemed to be an admission by Abbott, Parent or Merger Sub as to the beneficial
ownership of such shares. To the
knowledge of Abbott, Parent and Merger Sub, no Company Ordinary Shares are
beneficially owned by any of the persons identified in
Schedules A-1
,
A-2
and
A-3
to
this Statement.
(b) Abbott, Parent
and Merger Sub may be deemed to have shared voting power and/or shared dispositive power
with respect to 2,496,778 Company Ordinary Shares held by the Shareholders due
to the Voting Agreements and their ability to direct the voting of such shares
with respect to the matters specified in the Voting Agreements as further
described Item 4. Abbott, Parent and
Merger Sub, however, do not control the voting of such shares with respect to
other matters, and do not possess any other rights as a Company shareholder
with respect to such shares. Information
required by Items 2(a)-(c) with respect to each Shareholder is set forth
on
Schedule B
. To the knowledge
of Abbott, Parent and Merger Sub, none of the persons listed on
Schedule B
has (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and,
as a result of such proceeding, was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(c) To the
knowledge of Abbott, Parent and Merger Sub, no transactions in Company Ordinary
Shares have been effected during the past sixty days by any person named
pursuant to Item 2.
(d)
To the knowledge of Abbott, Parent and Merger Sub, no person other than the
Shareholders identified on
Schedule B
has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, such shares.
(e)
Not applicable.
References to, and descriptions of, the Merger
Agreement, the Limited Guaranty and the Voting Agreements as set forth herein
are not intended to be complete and are qualified in their entirety by
reference to the Merger Agreement, the Limited Guaranty and the Voting
Agreements, respectively, copies of which are filed as Exhibits to this
Statement and which are incorporated by reference in this Item 5 in their
entirety.
Item 6.
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
The information set forth, or incorporated by reference, in Items 3
through 5 of this Statement is hereby incorporated by reference in this Item 6. Except as otherwise described in this
Statement, to the knowledge of Abbott, Parent and Merger Sub, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 above, and between any such persons and any
other person, with respect to any securities of the Company.
Item 7.
Material to Be Filed as Exhibits
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99.1.
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Agreement and Plan of
Merger, dated as of December 14, 2009, by and among STARLIMS
Technologies Ltd., Abbott Investments Luxembourg Sarl and Scorpio Designated Corporation Ltd.
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99.2.
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Limited
Guaranty, dated as of December 14, 2009, by and between STARLIMS
Technologies Ltd. and Abbott Laboratories.
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99.3.
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Voting
and Support Agreement, dated as of December 14, 2009, by and among
Abbott Investments Luxembourg Sarl, Scorpio
Designated Corporation Ltd. and Chaim Friedman.
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99.4.
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Voting
and Support Agreement, dated as of December 14, 2009, by and among
Abbott Investments Luxembourg Sarl, Scorpio
Designated Corporation Ltd. and Itschak Friedman.
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99.5.
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Voting
and Support Agreement, dated as of December 14, 2009, by and among
Abbott Investments Luxembourg Sarl, Scorpio
Designated Corporation Ltd. and Eyal Guterman.
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99.6.
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Voting
and Support Agreement, dated as of December 14, 2009, by and among
Abbott Investments Luxembourg Sarl, Scorpio
Designated Corporation Ltd. and Sivanir
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(Management Services) 1992 Ltd.
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8
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: December 23, 2009
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ABBOTT
LABORATORIES
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By:
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/s/
Thomas C. Freyman
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Name:
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Thomas
C. Freyman
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Title:
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Executive
Vice President, Finance and Chief Financial Officer
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ABBOTT
INVESTMENTS LUXEMBOURG SARL
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By:
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/s/
Thomas C. Freyman
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Name:
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Thomas
C. Freyman
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Title:
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Director
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SCORPIO
DESIGNATED CORPORATION LTD.
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By:
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/s/
Thomas C. Freyman
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Name:
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Thomas
C. Freyman
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Title:
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Authorized
Person
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[Signature Page to 13D Filing]
SCHEDULE
A-1
Name,
business address and present principal occupation or
employment of the directors and executive officers of
ABBOTT
LABORATORIES
The
following table sets forth the name, present principal occupation or
employment, and material occupations, positions, offices or employment for at
least the past five years of each director and executive officer of Abbott
Laboratories. Unless otherwise indicated, all positions set forth below
opposite an individual’s name refer to positions within Abbott. Unless otherwise indicated, the current
business address of each of these individuals is 100 Abbott Park Road, Abbott
Park, Illinois 60064-6400, and the current business phone number of each of
these individuals is (847) 937-6100. Unless indicated otherwise, each of the
persons listed below is a U.S. citizen.
DIRECTORS
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Name
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Present Principal Occupation or Employment; Material
Positions Held During the Past Five
Years
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Robert J. Alpern, M.D.
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Dr. Alpern has
been a director of Abbott since 2008. Dr. Alpern has served as Dean of
the Yale School of Medicine since 2004. From July 1998 to
June 2004, he served as Dean of The University of Texas Southwestern
Medical Center. He joined the faculty of The University of Texas Southwestern
Medical Center in 1987 as Associate Professor and Chief of the Division of
Nephrology. Dr. Alpern also served as Professor of Internal Medicine and
held the Ruth W. and Milton P. Levy, Sr. Chair in Molecular Nephrology
and the Atticus James Gill, M.D. Chair in Medical Science, while on the
faculty of The University of Texas Southwestern Medical Center.
Dr. Alpern served on the Scientific Advisory Board of Ilypsa, Inc.
from 2004 until 2007 and since 2007 has served on the Scientific Advisory
Board of Relypsa. Dr. Alpern also serves as a Director on the Board of
Yale — New Haven Hospital.
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Roxanne S. Austin
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Mrs. Austin has
been a director of Abbott since 2000. She is the president and chief
executive officer of Move Networks, Inc., a telecommunications company.
Since 2004, she has been the president of Austin Investment Advisors, a
private investment and consulting firm. She served as president and chief
operating officer of DIRECTV, Inc. from June 2001 to
December 2003. She also served as executive vice president of Hughes Electronics
Corporation and as a member of its executive committee until
December 2003. From 1997 to June 2001, Mrs. Austin was the
corporate senior vice president and chief financial officer of Hughes
Electronics Corporation. Prior to joining Hughes in 1993, Mrs. Austin
was a partner at the accounting firm Deloitte & Touche.
Mrs. Austin earned her B.B.A. degree in accounting from the University
of Texas at San Antonio. She serves on the board of trustees of the
California Science Center. Mrs. Austin serves on the board of directors
of Target Corporation, Teledyne Technologies Inc., and Telefonaktiebolaget LM
Ericsson (LM Ericsson Telephone Company).
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William M. Daley
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Mr. Daley has been
a director of Abbott since 2004. He has served as the senior executive of the
Midwest region and serves on the JPMorgan Chase & Co. Executive
Committee and on its International Council since May 2004. He served as
President, SBC Communications, Inc. (diversified telecommunications)
from December 2001 to May 2004. Mr. Daley was vice chairman of
Evercore Capital Partners L.P. from January to November 2001. From
June to December 2000, Mr. Daley served as Chairman of Vice
President Albert Gore’s 2000 presidential election campaign. Mr. Daley
served as the U.S. Secretary of Commerce from January 1997 to
June 2000. Mr. Daley serves on the board of directors of The Boeing
Company, The Art Institute of Chicago, Joffrey Ballet of Chicago, Loyola
University of Chicago, Northwestern Memorial Hospital, and Northwestern University.
He also sits on the Council on Foreign Relations. Mr. Daley is a
graduate of Loyola University in Chicago and of John Marshall Law School.
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W. James Farrell
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Mr. Farrell has
been a director of Abbott since 2006. He served as the Chairman of Illinois
Tool Works Inc. from 1996 to 2006. Mr. Farrell served as Illinois Tool
Works’ Chief Executive Officer from 1995 to 2005. He serves on the board of
directors of Allstate Insurance Company, UAL Corporation and 3M.
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10
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H. Laurance Fuller
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Mr. Fuller has
been a director of Abbott since 1988. He was elected president of Amoco
Corporation in 1983 and chairman and chief executive officer in 1991. As the
result of the merger of British Petroleum, p.l.c. and Amoco effective
December 31, 1998, he became co-chairman of BP Amoco, p.l.c. He retired
from that position in April 2000. He is a director of Cabot
MicroElectronics Corporation and The Nature Conservatory of South Carolina,
and a life trustee of The Orchestral Association and presidential counselor
of Cornell University.
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William A. Osborn
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Mr. Osborn has
been a director of Abbott since 2008. Mr. Osborn has been chairman of
Northern Trust Corporation since 1995 and served as its chief executive
officer from 1995 through 2007. Mr. Osborn is a director of Caterpillar
Inc. and Tribune Company. He is a member of the Board of Trustees of the
Museum of Science and Industry, Northwestern University, and Northwestern
Memorial HealthCare and serves as chairman of the Chicago Symphony Orchestra
Association. He holds a B.A. degree and an M.B.A. degree from Northwestern
University.
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The Rt. Hon. Lord Owen
CH. FRCP
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David Owen has been a
director of Abbott since 1996. He is Chairman of Europe Steel, Ltd. and a
British subject. He was a neurologist and Research Fellow on the Medical Unit
of St. Thomas’ Hospital, London, from 1962 through 1968 and a member of
Parliament for Plymouth in the House of Commons from 1966 until he retired in
May of 1992. In 1992, he was created a Life Peer and a Member of the
House of Lords. In August of 1992, the European Union appointed him
Co-Chairman of the International Conference on Former Yugoslavia. He stepped
down in June of 1995. He was chairman of Global Natural Energy p.l.c.
from 1995 to 2006. Lord Owen was Secretary for Foreign and Commonwealth
Affairs from 1977 to 1979 and Minister of Health from 1974 to 1976.
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W. Ann Reynolds, Ph.D.
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Dr. Reynolds has
been a director of Abbott since 1980. Dr. Reynolds served as the
President of the University of Alabama at Birmingham from 1997 to 2002 and as
director of its Center for Community Outreach and Development from 2002
through 2003. From 1990 to 1997, Dr. Reynolds served as chancellor of
The City University of New York. Prior to that, she served as chancellor of
The California State University system, provost of the Ohio State University
and associate vice chancellor for research and dean of the graduate college
of the University of Illinois Medical Center, Chicago. She also held
appointments as professor of anatomy, research professor of obstetrics and
gynecology, and acting associate dean for academic affairs at the University
of Illinois College of Medicine. Dr. Reynolds is a graduate of Emporia
State University (Kansas) and holds M.S. and Ph.D. degrees in zoology from
the University of Iowa. She is also a director of Humana Inc., Owens-Corning,
Invitrogen, and the News Gazette, Champaign, Illinois.
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Roy S. Roberts
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Mr. Roberts has
been a director of Abbott since 1998. Mr. Roberts has served as managing
director of Reliant Equity Investors since September 2000.
Mr. Roberts retired from General Motors in April 2000. At the time
of his retirement, he was group vice president for North American Vehicle
Sales, Service and Marketing of General Motors Corporation, having been
elected to that position in October 1998. Prior to that time, he was
vice president and general manager in charge of Field Sales, Service and
Parts for the Vehicle Sales, Service and Marketing Group from August 1998
to October 1998, general manager of the Pontiac-GMC Division from
February 1996 to October 1998, and general manager of the GMC Truck
Division from October 1992 to February 1996. Mr. Roberts first
joined General Motors Corporation in 1977 and became a corporate officer of
General Motors Corporation in April 1987. Mr. Roberts earned a
bachelor’s degree from Western Michigan University. He also completed the
Executive Development program at Harvard Business School. He serves as a
director of Burlington Northern Santa Fe Corporation and Enova
Systems, Inc., as Trustee Emeritus at Western Michigan University, and
as past president and on the National Board of Directors for the Boy Scouts
of America.
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Samuel C. Scott III
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Mr. Scott has been
a director of Abbott since 2007. Mr. Scott has served as chairman,
president and chief executive officer of Corn Products International since
1997. He was president of the Corn Refining Division of CPC International
from 1995 through 1997, when CPC International spun off Corn Products
International as a separate corporation. Mr. Scott serves on the board
of directors of The Bank of New York Mellon, Motorola, Inc., Accion
International, Northwestern Memorial Hospital, the Chicago Council on Global
Affairs and the Chicago Urban League. He also serves as a trustee of The
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11
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Conference Board.
Mr. Scott graduated from Fairleigh Dickinson University.
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William D. Smithburg
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Mr. Smithburg has
been a director of Abbott since 1982. Mr. Smithburg retired from Quaker
Oats in October 1997. Mr. Smithburg joined Quaker Oats in 1966 and
became president and chief executive officer in 1981, and chairman and chief
executive officer in 1983 and also served as president from November 1990
to January 1993 and again from November 1995. Mr. Smithburg
was elected to the Quaker board in 1978 and served on its executive committee
until he retired. He is a director of Smurfit-Stone Container Corporation,
Northern Trust Corporation, and Corning Incorporated. He is a member of the
board of trustees of Northwestern University. Mr. Smithburg earned a
B.S. degree from DePaul University and an M.B.A. degree from Northwestern
University.
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Glenn F. Tilton
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Mr. Tilton has
been a director of Abbott since 2007. Mr. Tilton has been chairman,
president and chief executive officer of UAL Corporation and United Air
Lines, Inc., a wholly owned subsidiary of UAL Corporation, since
September 2002. From October 2001 to August 2002, he served as
vice chairman of ChevronTexaco Corporation (global energy). In addition, from
May 2002 to September 2002 he served as non-executive chairman of
Dynegy, Inc. (energy). From February to October 2001 he served
as chairman and chief executive officer of Texaco Inc. (global energy). He
previously served as president of Texaco’s Global Business Unit.
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Miles D. White
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Mr. White has been
a director of Abbott since 1998. He has served as chairman of the board and
chief executive officer of Abbott since 1999. He served as an executive vice
president of Abbott from 1998 to 1999, as senior vice president, diagnostics
operations from 1994 to 1998, and as vice president, diagnostics systems
operations from 1993 to 1994. Mr. White joined Abbott in 1984. He
received both his bachelor’s degree in mechanical engineering and M.B.A.
degree from Stanford University. He serves on the board of trustees of The
Culver Educational Foundation, The Field Museum in Chicago, and Northwestern
University. He serves as a director of Motorola Inc.
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EXECUTIVE
OFFICERS
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Name
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Present Principal Occupation or Employment; Material Positions Held During the Past Five
Years
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Carlos Alban
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Mr. Alban serves as Senior Vice President, International Pharmaceuticals. From 2008 to 2009, he served as Vice
President, Pharmaceuticals, Western Europe and Canada, and from 2007 to 2008
he served as Vice President, Western Europe and Canada. Mr. Alban previously served as Vice
President, Pharmaceutical European Operations from 2006 to 2007. He served
from 2004 to 2006 as Regional Director, North Europe and in 2004 as General
Manager, Portugal. He was elected a
corporate officer in 2009.
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Richard W. Ashley
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Mr. Ashley serves as Executive Vice President, Corporate
Development, a position he has held since 2004. He was elected as a corporate
officer in 2004.
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Olivier Bohuon
|
|
Mr. Bohuon serves as Executive Vice President, Pharmaceutical
Products. From 2008 to 2009, he served
as Senior Vice President, International Pharmaceuticals. From 2006 to 2008,
Mr. Bohuon served as Senior Vice President, International Operations.
Mr. Bohuon previously served as Vice President, European Operations and
has been a corporate officer since 2003. He is a citizen of France.
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John M. Capek
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|
Mr. Capek serves as Executive Vice President, Medical Devices, a
position he has held since 2007. Mr. Capek previously served as Senior
Vice President, Abbott Vascular from 2006 to 2007 and Vice President, Abbott
Vascular in 2006. He served as President, Guidant Vascular Intervention from
2005 to 2006 and Vice President and General Manager, Bioabsorbable Vascular
Solutions (a subsidiary of Guidant Corporation) from 2004 to 2005. He has
been a corporate officer since 2006.
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Thomas F. Chen
|
|
Mr. Chen serves as Senior Vice President, International Nutrition.
From 2006 to 2008, he served as Senior Vice President, Nutrition
International Operations. He previously served as Vice President, Nutrition
International, Asia and Latin America from 2005 to 2006 and Vice President,
Nutrition International, Asia, Canada, Latin America during 2005. He served
as Vice President, Abbott International, Pacific/Asia/Africa from 2004 to
2005. Mr. Chen was elected as a corporate officer in 1998.
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12
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Thomas C. Freyman
|
|
Mr. Freyman
serves as Executive Vice President, Finance and Chief Financial Officer, a
position he has held since 2004. Mr. Freyman was elected as a corporate
officer in 1991.
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Stephen R. Fussell
|
|
Mr. Fussell serves as Senior Vice President, Human Resources, a
position he has held since 2005. From 2004 to 2005, he served as Vice
President, Compensation and Development. Mr. Fussell was elected as a
corporate officer in 1999.
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Robert B. Hance
|
|
Mr. Hance serves as Senior Vice President, Vascular. He previously
served as Senior Vice President, Diabetes Care Operations from 2006 to 2008.
For a period of time in 2006, he served as Vice President and President,
Vascular Solutions. From 2004 to 2006, Mr. Hance served as Vice
President and President, Abbott Vascular Devices. He was elected as a
corporate officer in 1999.
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John C. Landgraf
|
|
Mr. Landgraf serves as Senior Vice President, Pharmaceuticals,
Manufacturing and Supply. He previously served as Senior Vice President,
Global Pharmaceutical Manufacturing and Supply from 2004 to 2008. During
2004, he served as Vice President, Quality Assurance and Compliance, Medical
Products Group. Mr. Landgraf was elected as a corporate officer in 2000.
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Holger A. Liepmann
|
|
Mr. Liepmann serves as Executive Vice President, Nutritional
Products. He previously served as Executive Vice President, Global Nutrition
from 2006 to 2008. For a period of time in 2006, Mr. Liepmann served as
Executive Vice President, Pharmaceutical Products Group. From 2004 to 2006,
he served as Senior Vice President, International Operations. During 2004, he
served as Vice President, Japan Operations, Abbott International Division.
Mr. Liepmann was elected as a corporate officer in 2001.
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Greg W. Linder
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|
Mr. Linder serves as Vice President and Controller, a position he
has held since 2004. He was elected as a corporate officer in 1999.
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Heather L. Mason
|
|
Ms. Mason serves as Senior Vice President, Diabetes Care. She
previously served as Vice President, Latin America Pharmaceuticals from 2007
to 2008. From 2005 to 2007, she served as Vice President, International
Marketing and from 2004 to 2005, she served as Vice President, Specialty
Operations. Ms. Mason was elected as a corporate officer in 2001.
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James V. Mazzo
|
|
Mr. Mazzo serves
as Senior Vice President, Abbott Medical Optics. Prior to joining Abbott in 2009, he served
as the Chairman of the Board of Directors of Advanced Medical
Optics, Inc. from 2006 to 2009.
Mr. Mazzo also previously served as the Chief Executive Officer
of Advanced Medical Optics, Inc. from 2004 to 2009 and as its President
from 2004 to 2007. He was elected as a
corporate officer of Abbott in 2009.
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Edward L. Michael
|
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Mr. Michael serves as Executive Vice President, Diagnostic
Products. He previously served as Executive Vice President, Diagnostics from
2007 to 2008. For a period of time in 2007, Mr. Michael served as Senior
Vice President, Medical Products. From 2004 to 2007, he served as Vice
President and President, Molecular Diagnostics. He was elected as a corporate
officer in 1997.
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Donald V. Patton Jr.
|
|
Mr. Patton serves as Senior Vice President, U.S. Nutrition. During
2007, he served as Senior Vice President, Abbott Nutrition Products Division.
From 2006 to 2007, he served as Vice President, Diagnostic Global Commercial
Operations. From 2005 to 2006, he served as Vice President, Commercial
Operations. Mr. Patton served as Vice President, International Marketing
from 2004 to 2005. He was elected as a corporate officer in 2004.
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Laura J. Schumacher
|
|
Ms. Schumacher serves as Executive Vice President, General Counsel
and Secretary. From 2005 to 2007, she served as Senior Vice President,
Secretary and General Counsel. From 2004 to 2005 she served as Vice
President, Secretary and Deputy General Counsel. Ms. Schumacher was
elected as a corporate officer in 2003.
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Mary T. Szela
|
|
Ms. Szela serves as Senior Vice President, U.S. Pharmaceuticals.
She previously served as Senior Vice President, Pharmaceutical Operations
from 2007 to 2008. During 2006, she served as Vice President, Commercial
Pharmaceutical Operations. She served as Vice President, Pharmaceutical
Products, Primary Care Operations from 2004 to 2006. Ms. Szela was
elected as a corporate officer in 2001.
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Michael J. Warmurth
|
|
Mr. Warmuth serves as Senior Vice President, Diagnostics. During
2008, he served as Vice President, Hematology Diagnostics. He previously
served as Vice President, Global Engineering Services from 2007 to 2008. From
2006 to 2007, Mr. Warmuth served as Divisional Vice President, Global
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13
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Engineering Services and from 2004 to 2006, he served as Divisional
Vice President of Quality, Global Pharmaceutical Operations. Mr. Warmuth
was elected as a corporate officer in 2007.
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14
SCHEDULE
A-2
Name,
business address and present principal occupation or
employment of the directors and executive officers of
ABBOTT
INVESTMENTS LUXEMBOURG SARL
The
following table sets forth the name, present principal occupation or
employment, and material occupations, positions, offices or employment for at
least the past five years of each director and executive officer of Abbott
Investments Luxembourg Sarl. Unless otherwise indicated, all positions set forth
below opposite an individual’s name refer to positions within Parent. Unless otherwise indicated, the current
business address of each of these individuals is 100 Abbott Park Road, Abbott
Park, Illinois 60064-6400, and the current business phone number of each of
these individuals is (847) 937-6100. Unless indicated otherwise, each of the
persons listed below is a U.S. citizen.
DIRECTORS
|
Name
|
|
Present Principal Occupation or Employment; Material Positions Held During the Past Five
Years
|
|
|
|
|
|
Anita Bakker
|
|
Ms. Bakker serves
as Area Treasurer, Europe for Abbott, a position she has held since
May 2009. Prior to that, Anita held various management positions within
Abbott International. She has been employed by Abbott since 1997. Ms. Bakker’s current business address
is Abbott Investments Luxembourg Sarl, 26, Boulevard Royal, L 2449,
Luxembourg and current business phone number is 352-22-99-99-5709.
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|
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Richard Brekelmans
|
|
Mr Richard Brekelmans
has served as a managing director of ATC Corporate Services (Luxembourg) S.A.
since October 1, 2004. He has been
active in various positions within the ATC Group including positions as a
senior account manager, senior manager of the ATC office in Tortola, BVI, and
senior manager of the ATC Luxembourg office. Mr Brekelmans has been working
for ATC Luxembourg Corporate Services (Luxembourg) S.A. since August 2003. Mr. Brekelmans’ current business
address is 13-15, avenue de la Liberte, L-1931 Luxembourg, Grand-duchy of
Luxembourg, and current business phone number is 352-22-99-99-5709. He is a citizen of Luxembourg.
|
|
|
|
|
|
Johan Dejans
|
|
Mr Johan Dejans has
served as the managing director of ATC Corporate Services (Luxembourg) S.A.
since 2006. Prior to his employment
with ATC, Mr Dejans acted as managing director of ING Trust (Luxembourg) S.A.
from 2003 until 2006. Mr Dejans started his career as a tax lawyer for the
Brussels based KPMG Tiberghien & Co.
Mr. Dejans’ current business address is 13-15, avenue de la
Liberte, L-1931 Luxembourg, Grand-duchy of Luxembourg, and current business
phone number is 352-22-99-99-5709. He
is a citizen of Luxembourg.
|
|
|
|
|
|
Thomas C. Freyman
|
|
Mr. Freyman serves
as Executive Vice President, Finance and Chief Financial Officer of Abbott, a
position he has held since 2004. Mr. Freyman was elected as a corporate
officer in 1991.
|
|
|
|
|
|
Tara Kaesebier
|
|
Ms. Kaesebier
serves as Divisional Vice President and Associate General Tax Counsel of
Abbott. From 2008 to 2009, she served
as Senior Tax Counsel and from 2007 to 2008 she was International Tax Counsel
at Abbott. Prior to joining Abbott in
2007, Ms. Kaesebier was a tax associate at Jones Day in Washington DC
beginning in 2001.
|
15
SCHEDULE
A-3
Name,
business address and present principal occupation or
employment of the directors and executive officers of
SCORPIO
DESIGNATED CORPORATION LTD.
The
following table sets forth the name, present principal occupation or
employment, and material occupations, positions, offices or employment for at
least the past five years of each director and executive officer of Scorpio
Designated Corporation Ltd. Unless otherwise indicated, all positions set forth
below opposite an individual’s name refer to positions within Merger Sub. Unless otherwise indicated, the current
business address of each of these individuals is 100 Abbott Park Road, Abbott
Park, Illinois 60064-6400, and the current business phone number of each of
these individuals is (847) 937-6100. Unless indicated otherwise, each of the
persons listed below is a U.S. citizen.
DIRECTOR
|
Name
|
|
Present Principal Occupation or Employment; Material Positions Held During the Past Five
Years
|
|
|
|
|
|
Thomas C. Freyman
|
|
Mr. Freyman
serves as Executive Vice President, Finance and Chief Financial Officer of
Abbott, a position he has held since 2004. Mr. Freyman was elected as a
corporate officer in 1991.
|
16
SCHEDULE B
Parties to Voting Agreements with Parent and Merger
Sub
To the
knowledge of Abbott, Parent and Merger Sub, the following table sets forth the
name and principal occupation or employment, if applicable, of each shareholder
of the Company that has entered into a Voting Agreement with Parent and Merger
Sub in connection with the Merger Agreement.
The business address of each person in the table set forth below is c/o
STARLIMS Technologies Ltd., 32B Habarzel Street, Tel Aviv 69710, Israel.
|
Name
|
|
Title
|
|
|
|
|
|
Chaim Friedman
|
|
Director and Chief Financial Officer of the Company (through Sivanir
(Management Services) 1992 Ltd.).
|
|
|
|
|
|
Itschak Friedman
|
|
Chairman of the Board
of Directors and Chief Executive Officer of the Company
|
|
|
|
|
|
Eyal Guterman
|
|
Director, and through Sivanir (Management Services) 1992 Ltd.,
Treasurer and Risk Management Officer of the Company
|
|
|
|
|
|
Sivanir
(Management Services) 1992 Ltd. (owned by Messrs. Chaim Friedman and
Eyal Guterman, identified above)
|
|
N/A
|
To the knowledge of
Abbott, Parent and Merger Sub, the following table sets forth the aggregate
number of Company Ordinary Shares held as of December 14, 2009 by each
shareholder of the Company that has entered into a Voting Agreement with Parent
and Merger Sub in connection with the Merger Agreement.
|
Name
|
|
Number of Shares
|
|
|
Chaim Friedman
|
|
544,318
|
|
|
Itschak
Friedman
|
|
1,540,256
|
|
|
Eyal
Guterman
|
|
347,501
|
|
|
Sivanir
(Management Services) 1992 Ltd. (owned by Messrs. Chaim Friedman and
Eyal Guterman, identified above)
|
|
64,703
|
|
|
Total
|
|
2,496,778
|
|
17
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