Abbott Announces Cash Tender Offers for Notes
ABBOTT PARK, Illinois, Oct. 26, 2012
ABBOTT PARK, Illinois, 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:
Principal U.S. Bloomberg Spread Early
Title of CUSIP Amount Series Treasury Reference (Basis Tender
Security Numbers Outstanding Tender Cap Security Page(1) Points) Payment(2)
2014 002824AQ3 $500,000,000 N/A 3/15/14 PX4 10 N/A
due 2015 002824AX8 $750,000,000 N/A 5/15/15 PX5 10 N/A
due 2016 002824AT7 $2,000,000,000 N/A 5/15/16 PX5 15 N/A
due 2017 002819AB6 $1,500,000,000 N/A 11/30/17 PX6 25 N/A
Notes 1.50% due
due 2019 002824AU4 $2,000,000,000 $944,000,000 3/31/19 PX6 35 $30
Notes 3.50% due
due 2020 002824AW0 $1,000,000,000 $472,000,000 5/15/20 PX7 15 $30
Notes 3.00% due
due 2037 002819AC4 $1,000,000,000 $472,000,000 5/15/42 PX1 49 $30
Notes 3.00% due
due 2039 002824AV2 $1,000,000,000 $472,000,000 5/15/42 PX1 43 $30
Notes 3.00% due
due 2040 002824AY6 $1,250,000,000 $590,000,000 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
(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.
About Abbott 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
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
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
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.
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.
Contact: Scott Stoffel, +1-847-936-9502
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