Abbott Announces Cash Tender Offers for Notes
ABBOTT PARK, Ill., Oct. 26, 2012 /PRNewswire/ — Abbott (NYSE: ABT) announced today that it has commenced cash tender offers (the “Tender Offers”) for nine series of its outstanding notes.
The Tender Offers are being made pursuant to an Offer to Purchase, dated Oct. 26, 2012 (the “Offer to Purchase”) and related Letter of Transmittal, dated Oct. 26, 2012 (the “Letter of Transmittal”), which set forth a description of the terms of the Tender Offers. Abbott intends to fund a portion of the consideration payable for the notes accepted in the Tender Offers with a portion of the dividend it expects to receive from its wholly-owned subsidiary AbbVie Inc. (“AbbVie”). Following the commencement of the Offer to Purchase, AbbVie expects to launch an offering of debt securities (the “AbbVie Notes”) in order to finance the dividend to Abbott.
Upon the terms and subject to the conditions described in the Offer to Purchase, Abbott is offering to purchase for cash (i) any and all of its outstanding (1) 4.35% Notes due March 2014 (the “2014 Notes”), (2) 2.70% Notes due May 2015 (the “2015 Notes”), (3) 5.875% Notes due May 2016 (the “2016 Notes”) and (4) 5.60% Notes due November 2017 (the “2017 Notes” and, collectively with the 2014 Notes, the 2015 Notes and the 2016 Notes, the “Any and All Notes,” and such offers, the “Any and All Offers”) and (ii) up to an aggregate principal amount equal to the applicable Series Tender Cap (as defined in the table below) of its (1) 5.125% Notes due April 2019 (the “2019 Notes”), (2) 4.125% Notes due May 2020 (the “2020 Notes”), (3) 6.15% Notes due November 2037 (the “2037 Notes”), (4) 6.00% Notes due April 2039 (the “2039 Notes”) and (5) 5.30% Notes due May 2040 (the “2040 Notes” and, collectively with the 2019 Notes, the 2020 Notes, the 2037 Notes and the 2039 Notes, the “Partial Offer Notes,” and such offers, the “Partial Offers”). The Partial Offer Notes, collectively with the Any and All Notes, are referred to as “Notes,” and each is referred to as a “Series” of Notes.
The following table identifies the Notes to which the Tender Offers relate and sets forth some of the terms of the Tender Offers:
Title of Security CUSIP Principal Series Tender Reference U.S. Bloomberg Fixed Early Numbers Amount Cap Treasury Reference Spread Tender Outstanding Security Page(1) (Basis Payment(2) Points) --- ------ Any and All Offers 4.35% Notes due 2014 002824AQ3 $500,000,000 N/A 1.250% due 3/15/14 PX4 10 N/A 2.70% Notes due 2015 002824AX8 $750,000,000 N/A 0.250% due 5/15/15 PX5 10 N/A 5.875% Notes due 2016 002824AT7 $2,000,000,000 N/A 5.125% due 5/15/16 PX5 15 N/A 5.60% Notes due 2017 002819AB6 $1,500,000,000 N/A 2.250% due 11/30/17 PX6 25 N/A Partial Offers 5.125% Notes due 2019 002824AU4 $2,000,000,000 $944,000,000 1.50% due 3/31/19 PX6 35 $30 4.125% Notes due 2020 002824AW0 $1,000,000,000 $472,000,000 3.50% due 5/15/20 PX7 15 $30 6.15% Notes due 2037 002819AC4 $1,000,000,000 $472,000,000 3.00% due 5/15/42 PX1 49 $30 6.00% Notes due 2039 002824AV2 $1,000,000,000 $472,000,000 3.00% due 5/15/42 PX1 43 $30 5.30% Notes due 2040 002824AY6 $1,250,000,000 $590,000,000 3.00% due 5/15/42 PX1 45 $30
(1) The applicable page on Bloomberg from which the Lead Dealer Managers will quote the bid side prices of the applicable Reference Treasury Security (as defined below).
(2) Per $1,000 principal amount of Partial Offer Notes validly tendered at or prior to the Early Tender Date (as defined below) and accepted for purchase.
The Any and All Offers are scheduled to expire at 5 p.m., New York City time, on Nov. 8, 2012, unless extended by Abbott (such date and time, as the same may be extended, the “Any and All Expiration Date”). The Partial Offers are scheduled to expire at 11:59 p.m., New York City time, on Nov. 26, 2012, unless extended by Abbott (such date and time, as the same may be extended, the “Partial Offer Expiration Date”). Holders of Partial Offer Notes must validly tender and not validly withdraw their Partial Offer Notes at or before 5 p.m., New York City time, on Nov. 8, 2012, unless extended by us (such date and time, as the same may be extended, the “Early Tender Date”), to be eligible to receive the Partial Offer Total Consideration (as defined below). Tenders of Notes may be validly withdrawn at any time prior to 5 p.m., New York City time, on Nov. 8, 2012, unless extended by us, and after such time, except as provided in the Offer to Purchase or required by law, Notes may not be validly withdrawn.
The consideration paid in each of the Tender Offers will be determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the applicable U.S. Treasury Security (the “Reference Treasury Security”) specified in the table above and on the cover page of the Offer to Purchase in the column entitled “Reference U.S. Treasury Security.” Holders who validly tender and do not validly withdraw Partial Offer Notes on or prior to the Early Tender Date that are accepted for purchase will receive the “Partial Offer Total Consideration,” which includes an early tender payment of $30 per $1,000 principal amount of Partial Offer Notes accepted for purchase (the “Early Tender Payment”). Holders who validly tender and do not validly withdraw Partial Offer Notes after the Early Tender Date but at or prior to the Partial Offer Expiration Date that are accepted for purchase will receive the Partial Offer Total Consideration minus the Early Tender Payment.
In addition, Holders will receive accrued and unpaid interest on their Notes up to, but excluding, the applicable settlement date.
Subject to the terms and conditions of the Any and All Offers, Abbott will, promptly after the Any and All Expiration Date, accept for purchase and pay for all Any and All Notes validly tendered and not validly withdrawn prior to the Any and All Expiration Date.
Subject to the terms and conditions of the Partial Offers, Abbott may, at its option, accept for purchase and pay for, at any time after the Early Tender Date and on or prior to the Partial Offer Expiration Date (such payment date being the “Early Settlement Date”), a portion of the Partial Offer Notes of any Series that are validly tendered and not validly withdrawn prior to the Early Tender Date and, promptly after the Partial Offer Expiration Date, accept for purchase and pay for a principal amount of Partial Offer Notes of each Series up to the Series Tender Cap, less any Partial Offer Notes of such Series purchased on the Early Settlement Date (if any), in each case subject to proration as described in the Offer to Purchase.
No Tender Offer is conditioned upon any minimum principal amount of Notes being tendered. However, Abbott’s obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to any Tender Offer is subject to, and conditioned upon, the satisfaction of the conditions set forth in the Offer to Purchase, including the issuance by AbbVie of an amount of AbbVie Notes resulting in net proceeds to AbbVie that will permit AbbVie to make a dividend to Abbott in an amount sufficient to fund Abbott’s purchase of the Notes in the Tender Offers in accordance with the terms and conditions described in the Offer to Purchase. Abbott expects that the AbbVie Notes will be offered and sold to qualified institutional buyers in the United States in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.
Abbott intends to call for redemption all of the Any and All Notes that remain outstanding following the consummation of the Any and All Offers in accordance with the terms of the applicable Indenture. In connection therewith, Abbott expects to issue a redemption notice in respect of any such Any and All Notes on or about the Any and All Expiration Date. However, Abbott is not obligated to undertake any such redemption, and there can be no assurance that Abbott will redeem Any and All Notes of all or any Series that remain outstanding after consummation of the Any and All Offers.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offers are being made solely pursuant to terms and conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Abbott is a global, broad-based health care company devoted to the discovery, development, manufacturing and marketing of pharmaceuticals and medical products, including nutritionals, devices and diagnostics. The company employs approximately 91,000 people and markets its products in more than 130 countries.
Abbott’s news releases and other information are available on the company’s Web site at www.abbott.com.
Additional Information and Where to Find It
The complete terms and conditions of the Tender Offers are set forth in the Offer to Purchase and Letter of Transmittal that is being sent to holders of the Notes. Holders are encouraged to read those documents carefully before taking action with respect to the Tender Offers.
The Lead Dealer Managers for the Tender Offers are Morgan Stanley & Co. LLC, Barclays Capital Inc., BofA Merrill Lynch and J.P. Morgan Securities LLC. Questions regarding the Tender Offers may be directed to Morgan Stanley & Co. LLC at 1 (800) 624-1808 (toll free) or 1 (212) 761-1057 (direct), to Barclays Capital Inc. at 1 (800) 438-3242 (toll free) or 1 (212) 528-7581 (collect), to BofA Merrill Lynch at 1 (888) 292-0070 (toll free) or 1 (980) 683-3215 (collect) or to J.P. Morgan Securities LLC at 1 (866) 834-4666 (toll free) or 1 (212) 834-2494 (collect).
Georgeson Inc. has been retained as Information Agent for the Tender Offers. Requests for documents may be directed to Georgeson Inc. by telephone at 1 (212) 440-9800 (for banks and brokers) or 1 (800) 509-0984 (toll free).
None of Abbott, the Dealer Managers or the Information Agent for the Tender Offers makes any recommendation that holders should tender, or refrain from tendering, all or any portion of the principal amount of their Notes pursuant to the Tender Offer. Holders must make their own decision as to whether to tender their Notes.
Private Securities Litigation Reform Act of 1995 — A Caution Concerning Forward-Looking Statements
Statements made in this news release contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended, including, without limitation, statements related to our future growth, trends in our industry, our financial or operational results, our financial or operational performance and the planned separation of Abbott’s research-based pharmaceutical company from its diversified medical products company and the expected financial results of Abbott and AbbVie after the separation. Such forward-looking statements are predictive in nature, and may be based on current expectations, forecasts or assumptions involving risks and uncertainties that could cause actual outcomes and results to differ materially from the forward-looking statements themselves. Such forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “seeks,” “forecasts” or similar expressions, or may employ such future or conditional verbs as “may,” “will,” “should” or “would” or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements are not guarantees of future performance. Economic, competitive, governmental, technological and other factors that may affect Abbott’s operations are discussed in Item 1A, “Risk Factors,” to our Annual Report on Securities and Exchange Commission Form 10-K for the year ended Dec. 31, 2011.
Except as required by applicable law, Abbott disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Abbott may not update these forward-looking statements, even if its situation changes in the future. All forward-looking statements attributable to Abbott are expressly qualified by these cautionary statements.