Johnson & Johnson Completes Acquisition of Abiomed
December 22 2022 - 7:50AM
Business Wire
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Johnson & Johnson (NYSE: JNJ), the world’s largest, most
diversified healthcare products company, today announced it has
completed its acquisition of Abiomed, Inc. Abiomed is now part of
Johnson & Johnson and will operate as a standalone business
within Johnson & Johnson’s MedTech segment.
“We are excited to officially welcome the talented Abiomed team
to Johnson & Johnson. Their patient-first philosophy aligns
with Our Credo and Our Purpose to change the future of health for
humanity,” said Joaquin Duato, Chief Executive Officer of Johnson
& Johnson. “This acquisition marks another important step on
Johnson & Johnson’s path to accelerating growth in our MedTech
business and delivering innovative medical technologies to more
people around the world.”
Ashley McEvoy, Executive Vice President and Worldwide Chairman
of MedTech at Johnson & Johnson, added, “The completion of this
acquisition allows Johnson & Johnson MedTech to expand our
portfolio in the high growth cardiovascular markets, adding
solutions for heart recovery to our global market leading Biosense
Webster electrophysiology business. Fueled by Johnson &
Johnson’s global scale and commercial and clinical strength, we are
excited to explore the opportunities and possibilities ahead to
reach even more patients with critical unmet need.”
Johnson & Johnson’s tender offer for all outstanding shares
of Abiomed for an upfront payment of $380.00 per share in cash,
corresponding to an enterprise value of approximately $16.6
billion, which includes cash acquired, expired at 11:59 p.m., New
York City time, on December 21, 2022. Abiomed shareholders will
also receive a non-tradeable contingent value right (“CVR”)
entitling the holder to receive up to $35.00 per share in cash if
certain commercial and clinical milestones are achieved. American
Stock Transfer & Trust Company, LLC, the depositary for the
tender offer, has advised Johnson & Johnson that approximately
25,759,195 shares of Abiomed common stock were validly tendered and
not properly withdrawn in the tender offer, representing
approximately 57.1% of the then-outstanding shares of Abiomed’s
common stock. All of the conditions to the tender offer have been
satisfied, and on December 22, 2022, Athos Merger Sub, Inc.
(“Purchaser”), a wholly-owned subsidiary of Johnson & Johnson,
accepted for payment, and will as promptly as practicable pay for,
all shares validly tendered and not properly withdrawn in the
tender offer.
The acquisition was completed on December 22, 2022 through a
merger of Purchaser with and into Abiomed in accordance with
Section 251(h) of the General Corporation Law of the State of
Delaware without a vote of Abiomed stockholders. In connection with
the merger, shares of Abiomed that were not tendered in the tender
offer were acquired by Johnson & Johnson and converted into the
right to receive $380.00 per share in cash plus a CVR.
The transaction will not have a material impact on financial
results for 2022. As previously announced, the transaction will
accelerate pro forma MedTech and Johnson & Johnson enterprise
revenue growth. It is also expected to be slightly dilutive to
neutral to adjusted earnings per share in the first year,
considering the impact of financing, and then accretive by
approximately $0.05 in 2024, and increasingly accretive
thereafter.
In connection with the completion of the transaction, Abiomed’s
common stock ceased trading on NASDAQ.
About Johnson & Johnson
At Johnson & Johnson, we believe good health is the
foundation of vibrant lives, thriving communities and forward
progress. That’s why for more than 135 years, we have aimed to keep
people well at every age and every stage of life. Today, as the
world’s largest and most broadly-based health care company, we are
committed to using our reach and size for good. We strive to
improve access and affordability, create healthier communities, and
put a healthy mind, body and environment within reach of everyone,
everywhere. We are blending our heart, science and ingenuity to
profoundly change the trajectory of health for humanity.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements regarding
the acquisition of Abiomed, Inc. The reader is cautioned not to
rely on these forward-looking statements. These statements are
based on current expectations of future events. If underlying
assumptions prove inaccurate or known or unknown risks or
uncertainties materialize, actual results could vary materially
from the expectations and projections of Abiomed, Inc. or Johnson
& Johnson. Risks and uncertainties include, but are not limited
to: the potential that the expected benefits and opportunities of
the acquisition may not be realized or may take longer to realize
than expected; challenges inherent in product research and
development, including uncertainty of clinical success and
obtaining regulatory approvals; uncertainty of commercial success
for new products; manufacturing difficulties and delays; product
efficacy or safety concerns resulting in product recalls or
regulatory action; economic conditions, including currency exchange
and interest rate fluctuations; the risks associated with global
operations; competition, including technological advances, new
products and patents attained by competitors; challenges to
patents; changes to applicable laws and regulations, including tax
laws and global health care reforms; adverse litigation or
government action; changes in behavior and spending patterns or
financial distress of purchasers of health care services and
products; and trends toward health care cost containment. In
addition, there will be risks and uncertainties related to the
ability of the Johnson & Johnson family of companies to
successfully integrate the products and employees/operations and
clinical work of Abiomed, Inc., as well as the ability to ensure
continued performance or market growth of Abiomed Inc.’s products.
A further list and descriptions of these risks, uncertainties and
other factors can be found in Johnson & Johnson’s Annual Report
on Form 10-K for the fiscal year ended January 2, 2022, including
in the sections captioned “Cautionary Note Regarding
Forward-Looking Statements” and “Item 1A. Risk Factors,” and in
Johnson & Johnson’s subsequent Quarterly Reports on Form 10-Q,
and other filings by Johnson & Johnson with the SEC. Copies of
these filings are available online at www.sec.gov, at www.jnj.com
or on request from Johnson & Johnson. Neither Johnson &
Johnson nor Abiomed, Inc. undertakes to update any forward-looking
statement as a result of new information or future events or
developments, except as required by law.
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Media Contacts Jake Sargent
jsargen3@its.jnj.com
Rachel Hooper rhooper@its.jnj.com
Investor Contacts Jessica Moore 732-524-2955 Sarah Wood
732-524-2617
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