The acquisition of St. Jude Medical will result in one of the world’s premier medical-device companies.
Abbott has long been a leader in vascular care, through its stents and related products. And, in recent years, the company has built a strong position in mitral valve repair with its MitraClip device. The agreement to acquire St. Jude Medical broadens Abbott's presence in virtually every aspect of cardiovascular care, and will make Abbott one of the world leaders in the broad medical device market.
St. Jude is focused on several key areas in medical devices: heart failure, arrhythmias, vascular disease, structural heart and chronic pain. Its product portfolio is highly complementary and brings Abbott leading positions in areas such as atrial fibrillation, cardiac rhythm management, and heart failure, among other cardiovascular and neurological specialties.
Cardiovascular disease (CVD) is one of the most important health challenges worldwide. In the U.S., for example, more than 40 percent of adults are expected to have some form of CVD by 2030. The addition of St. Jude, with its strength across the spectrum of cardiovascular care technologies, allows Abbott to help more people around the world improve their health in more ways than ever before.
With St. Jude, Abbott's Medical Devices business will have an industry-leading portfolio of newly-launched and pipeline technologies across a broad range of medical technologies. This combined pipeline is expected to deliver many new products. Together, Abbott and St. Jude will be able to better provide what healthcare customers are seeking: the broadest portfolios of innovative products to help them better care for patients and become more effective and efficient.
Headquartered near St. Paul, Minnesota, USA, St. Jude was founded in 1976 with the introduction of an innovative heart valve. In the 40 years since, the company has grown through a steady stream of innovations and acquisitions to be one the most prominent companies in cardiovascular care. A member of the Fortune 500, it had 2015 sales of almost $6 billion.
More details of the transaction and what it means for Abbott can be found in the company's press release.
Important additional information
In connection with the proposed transaction, Abbott intends to file a registration statement on Form S-4 with the SEC which will include 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 SEC. Investors and security holders of St. Jude Medical are urged to carefully read the entire registration statement and proxy statement/prospectus and other relevant documents filed with the SEC when they become available, because they will contain important information. A definitive proxy statement/prospectus will be sent to St. Jude Medical's shareholders. Investors and security holders will be able to 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 above.
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, 6100 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, will be set forth in the proxy statement/prospectus when it is filed with the SEC. 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 for St. Jude Medical's 2016 annual meeting of shareholders, as previously filed with the SEC on March 22, 2016. Free copies of these documents may be obtained as described in the paragraphs above.
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 on a timely basis or at all, the ability of the parties to satisfy the conditions precedent to consummation of the proposed transaction, 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 transaction 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 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.
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